PrairieSky Royalty has five directors, four of whom are independent¹ as specified in NI 58-101.
All of the members of the Board are independent directors of the Company, except Mr. Phillips who is the president and chief executive officer and an employee of the Company. A director is independent if he or she has no direct or indirect material relationship with the Company or its subsidiaries. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment.
Chairman of the Board, Chair of Governance and Compensation Committee, member of the Audit Committee. Independent
Toronto, Ontario, Canada
Mr. Estey's principal occupation is as a Corporate Director. Mr. Estey is the retired Chairman of UBS Securities Canada Inc., a financial services company, and has more than 30 years of experience in financial markets. Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. Ames & Co for seven years. In 1994, Mr. Estey became the head of the Canadian Equities business, and in 2002 Mr. Estey was appointed President & Chief Executive Officer of UBS Securities Canada Inc. In January 2008, Mr. Estey assumed the role of Chairman of UBS Securities Canada Inc. Mr. Estey is a director and Chairman of Gibson Energy Inc., a TSX-listed oil and gas company, and a lead director of New Gold Inc., a mining company listed on the TSX and the New York Stock Exchange ("NYSE"). Mr. Estey also serves on the Advisory Board of the Edwards School of Business.
Chair of Audit Committee, member Reserves Committee. Independent
Calgary, Alberta, Canada
Ms. McKenzie's principal occupation is a Corporate Director. Ms. McKenzie was formerly the Vice President, Finance and Chief Financial Officer of Range Royalty and prior thereto was Vice President, Finance and Chief Financial Officer of Profico Energy Management Ltd. (a private oil and gas company). Ms. McKenzie holds a Bachelor of Commerce degree (with distinction) from the University of Saskatchewan and has been a member of the Institute of Chartered Accountants of Alberta since 1985. She obtained her ICD.D designation from the Institute of Corporate Directors in 2013. Ms. McKenzie is an experienced director and currently sits as a director of two private energy companies as well as Bonavista Energy Corporation and Encana Corporation.
Chair of Reserves Committee, member, Audit Committee and Governance and Compensation Committee. Independent
Calgary, Alberta, Canada
Mr. Steeves' principal occupation is as a Corporate Director. Mr. Steeves is a director of Enerplus Corporation and NuVista Energy Ltd., each of which is an oil and gas company listed on the TSX. From January 2001 until April 2012, Mr. Steeves was Chairman and Chief Executive Officer of Echoex Ltd., a private junior oil and gas company, and spent more than 15 years at Renaissance Energy Ltd., a Canadian oil and gas exploration company, where he was appointed Chief Operating Officer & Executive Vice President in 1997. Mr. Steeves holds a Bachelor of Science degree in Geology from the University of Calgary and is a member of the Association of Professional Engineers and Geoscientists of Alberta, the Canadian Society of Petroleum Geologists and the American Association of Petroleum Geologists.
Member Governance and Compensation, and Reserves committees. Independent
Calgary, Alberta, Canada
Mr. Zawalsky is the Managing Partner of Burnet, Duckworth & Palmer LLP (Barristers and Solicitors) where he has been a partner since 1994. Mr. Zawalsky holds a B.Comm and LL.B. from the University of Alberta and is a member of the Law Society of Alberta. Mr. Zawalsky currently sits on the board of directors of a number of private and public companies, including NuVista Energy Ltd., Whitecap Resources Inc. and Zargon Oil & Gas Ltd., and is Corporate Secretary of ARC Resources Ltd., Bonavista Energy Corporation and RMP Energy Inc. Mr. Zawalsky is also a Governor of the Calgary Petroleum Club.
President and Chief Executive Officer, executive member of the Board.
Calgary, Alberta, Canada
Mr. Phillips is the President and Chief Executive Officer of the Company and has more than 15 years of experience in the oil and gas industry in the areas of exploration, geology, business development, asset evaluation and executive management. Prior to his appointment as President & Chief Executive Officer of the Company, Mr. Phillips was the President and Chief Executive Officer and a director of Home Quarter Resources Ltd. ("Home Quarter"), a private oil and gas company founded by Mr. Phillips in 2010 with producing properties and royalty interests in southwest Saskatchewan and Alberta. Home Quarter was successfully divested to a public oil and gas company in 2014. Prior thereto, Mr. Phillips was the Vice President, Exploration at Evolve Exploration Ltd., a private junior oil and gas company with assets in western Canada, and an Exploration Geologist at Profico Energy Management Ltd. and at Renaissance Energy Ltd., both of which were Canadian oil and gas exploration companies. Mr. Phillips holds a Bachelor of Science, Geology degree from the University of Calgary and is a member of the Association of Professional Engineers and Geoscientists of Alberta.
The primary responsibility of the Board is to appoint competent management and to oversee the management of the Company with a view to ensuring corporate conduct in an ethical and legal manner through an appropriate system of corporate governance and internal controls.
The Board has absolute and exclusive power, control and authority over the property and affairs of the Company.
Subject to the provisions of the Business Corporations Act (Alberta), the Board may delegate certain of those powers and authority that the directors of the Company, or independent directors, as applicable, deem necessary or desirable to effect the actual administration of the duties of the Board.
The Chair of the Board will be independent and the role of the Chair of the Board will be to effectively manage and to provide leadership to the Board and to ensure that the policies and procedures adopted by the Board allow the Board to function independently of management. Where matters arise at meetings of the Board which require decision making and evaluation that is independent of management and interested directors of the Company, directors will hold an "in-camera" session among the independent disinterested directors, without management present at such meeting.
The Board has adopted written guidelines for the Chair of the Board, the Chair of each of the Audit Committee, the Governance and Compensation Committee, the Reserves Committee and the President and Chief Executive Officer of the Company. Read More
The primary responsibilities of the Chair of the Board will include:
(i) ensuring that the Board is properly organized, functions effectively and meets its obligations and responsibilities in all aspects of its work, including those relating to corporate governance matters; and
(ii) working with the Chief Executive Officer to co-ordinate the affairs of the Board and ensure effective relations with the directors of the Company, shareholders, other stakeholders and the public.
The responsibilities of the Chair of each committee will include:
(i) ensuring that their respective committee is properly organized, functions effectively and meets its obligations and responsibilities in accordance with its mandate; and
(ii) to liaise and communicate with the Chair of the Board to co-ordinate input from the committee for Board meetings.
The primary responsibilities of the President & Chief Executive Officer will include:
(i) providing general direction and management of the business and affairs of the Company in accordance with the corporate strategy and objectives approved by the Board, within the authority limitations delegated by the Board; and
(ii) establishing processes of supervision of the business and affairs of the Company that are consistent with corporate objectives, ensuring that procedures are in place for proper external and internal corporate communications to all stakeholders, and monitoring and reporting results to the Board.
¹A director is independent if he or she has no direct or indirect material relationship with the Company or its subsidiaries.
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