Corporate Governance

The Company’s Board of Directors exercises overall responsibility for the management and supervision of the affairs of the Company. This includes the appointment of the Company’s President, approval of compensation for senior executives and monitoring of the President’s and management’s performance.
The Board of Directors has established procedures that prescribe the requirements governing the approval of transactions carried out in the course of the Company’s operations, the delegation of authority and the execution of documents on behalf of the Company.

The Board of Directors reviews and approves the Company’s annual operating budget, ensuring market conditions, as well as strategic thinking, is properly reflected in the short-term goals of each of the Company’s operating divisions.

The Board of Directors is currently composed of nine directors. Mr. N. Murray Edwards and Mr. Selby Porter, Ensign’s Chairman and President respectively, are the only Board members who are also members of the Company’s management. The Board of Directors annually appoints members to Board committees in the following three areas: Audit, Corporate Governance and Nominations, and Compensation. All of these committees are comprised entirely of independent directors.

Audit Committee

The Audit Committee reviews, reports and provides recommendations to the Board of Directors on the annual and interim consolidated financial statements and on the integrity of the financial reporting of the Company. In addition, the adequacy of the Company's processes for identifying and managing financial risk, the adequacy of the Company's internal control system, the appointment, terms of engagement, provision of non-audit services and proposed fees of the Company's independent external auditor are also areas in which this committee reviews, reports and provides recommendations to the Board of Directors.

Corporate Governance and Nominations Committee

The Corporate Governance and Nominations Committee is responsible for reviewing, reporting and providing recommendations for improvement to the Board of Directors with respect to all aspects of corporate governance. The Corporate Governance and Nominations Committee, on a periodic basis, assesses the effectiveness of the Board of Directors as a whole, the committees of the Board and the contributions of individual members. This committee also identifies and recommends to the Board individuals qualified to become Directors of the Company.

Compensation Committee

The Compensation Committee reviews and approves compensation of the Company's senior management. In addition, this committee is responsible for reviewing succession plans and the compensation policy for all other employees.

Additional details regarding the Company's corporate governance may be found in the "Statement of Corporate Governance Practices" included in the Information Circular which is available to the pulic at www.sedar.com.