POSITION DESCRIPTION – CHAIRMAN OF THE BOARD
The term “Corporation” refers to Tourmaline Oil Corp., the term “Board” refers to the Board of Directors of the Corporation and the term “Chair” refers to the chairperson of the Board.
1. The Overall Tasks and Responsibilities of the Board
The Board of Directors (the “Board”) of the Corporation is responsible for the stewardship of the Corporation. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of the Corporation. The mandate of the Board is set forth in further detail pursuant to the written mandate adopted by the Board.
2. Qualifications of the Chairman of the Board
In order to act as Chairman of the Board of the Corporation, the director must:
(a) be qualified to serve as a director under Section 105 of the Business Corporations Act (Alberta); and
(b) be “independent” (as such term is used in National Instrument 58-201 – Corporate Governance Guidelines. If the Chairman of the Board is not independent, then to appoint a Lead Director with the responsibility to be the effective leader of the Board, ensuring that the Board’s agenda will enable it to successfully carry out its duties.
3. Duties and Responsibilities of the Chairman of the Board
(a) The Chairman shall, when present, preside at all meetings of the Board and, unless otherwise determined by the directors, at all meetings of shareholders.
(b) The Chairman shall endeavour to provide overall leadership to the Board without limiting the principle of collective responsibility and the ability of the Board to function as a unit.
(c) The Chairman shall be responsible to ensure that Board meetings function satisfactorily and that the tasks of the Board are handled in the most reasonable fashion under the circumstances. In this connection, it is recommended that the Chairman attempt to ensure that the individual director’s particular knowledge and competence are used as best is possible in the Board work for the benefit of the Corporation. The Chairman shall endeavour to encourage full participation and discussion by individual directors, stimulate debate, facilitate consensus and ensure that clarity regarding decisions is reached and duly recorded.
(d) The Chairman shall endeavour to ensure that the Board’s negotiations take place when as many of the directors as possible are present and that essential decisions are made when as many directors as possible are present.
(e) The Chairman shall endeavour to establish a line of communication with the Chief Executive Officer of the Corporation to ensure that Board meetings can be scheduled to deal with important business that arises outside of the regular quarterly meetings.
(f) The Chairman shall endeavour to fulfill his or her Board leadership responsibilities in a manner that will ensure that the Board is able to function independently of management. The Chairman shall consider, and allow for, when appropriate, a meeting of all independent directors, so that Board meetings can take place without management being present. The Chairman shall endeavour to ensure reasonable procedures are in place to allow for directors to engage outside advisors at the expense of the Corporation, as determined by the Committee, in appropriate circumstances.
(g) With respect to meetings of directors or shareholders, it is the duty of the Chairman to enforce the Rules of Order. These duties include:
(i) ensuring that the meeting is duly constituted;
(ii) ensure the meeting provides for reasonable accommodation;
(iii) confirming the admissibility of all persons at the meeting;
(iv) preserving order and the control of the meeting;
(v) in respect of shareholders’ meetings, appointing scrutineers if requested and instruct them in their duties;
(vi) rule on the validity of proxies; and
(vii) to ascertain the sense of the meeting by a vote on all questions properly brought before the meeting.
(h) The Chairman shall also liaise with the Secretary of the Corporation to ensure that a proper notice and agenda has been disseminated, and that appropriate accommodations have been made for all Board and shareholder meetings.
4. Review of Position Description
The Chairman of the Board, in consultation with the Board as a whole, shall meet at least annually or more frequently, if required, to review and consider refinement of the position description for the Chairman.