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True Energy's Recognition of and Adherence
to TSX Guidelines:
The Trust's approach to Corporate Governance is substantially
compliant with TSX recommendations. For detailed information on Company policies, Board Composition, Executive Compensation, and our Board Mandate Please see the Information Circular below. |
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Information Circular |
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| Board has assumed responsibility for the
stewardship of the Trust, including: |
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- adoption of a strategic planning process
- identification of the principle risks of the Trust's
business and the implementation of appropriate systems
to manage these risks
- succession planning, including appointing, training
and monitoring senior management
- the Trust's communication policy
- integrity of the Trust's internal control and management
information systems
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The True Energy Board of Directors is comprised of eight members, only one of whom, Wayne M. Chorney, is a member of management, and is therefore considered an inside and related director. The other seven directors are unrelated as defined in the TSX recommendations. The Trust has appointed Mr. W.C. (Mickey) Dunn as Chairman of the Board.
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The Board has appointed a Corporate Governance Committee, comprising John H. Cuthbertson as Chairman of the Committee, Doug Baker and Raymond Smith, all of whom are outside unrelated directors. The Corporate Governance Committee is responsible for enhancing corporate governance through a continuing assessment of governance issues and a mandate which includes recommending a broad list of topics of interest that are important for discussion and/or action by the Board, and undertaking on behalf of the Board, such other initiatives as are needed to assist the Board in delivering exemplary governance of the Trust. The Committee's mandate also includes the responsibility for recommending suitable candidates for nomination to the Board and maintaining an overview of the entire membership of the Board. This includes assessing the effectiveness of the Board as a whole, the committees of the Board, the appointments to those committees and the mandates thereof, as well as the contribution of individual directors on an ongoing basis. The Corporate Governance Committee recommends to the Board following each annual meeting of shareholders on the allocation of Board members to each Board committee.
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The Board has appointed an Audit Committee comprised of Doug Baker as Chairman of the Committee, W. C. (Mickey) Dunn, Keith Macdonald, and Murray Todd, all of whom are outside directors. While W. C. (Mickey) Dunn is the Chairman of the Board, he is not considered by the Board to be a part of management and thus is an outside director for purposes of the Guidelines. The Audit Committee meets at least once each quarter and, among other things with the assistance of the external auditors, is responsible for reviewing management programs and policies regarding the adequacy and effectiveness of the internal controls over the accounting and financial reporting systems within the Trust, including management's response to internal control recommendations of the external auditors.
The Audit Committee reviews, with the assistance of the external auditors, management plans regarding changes in accounting practices and policies and the financial impact thereof and is responsible for reviewing the major areas of management judgment and estimates that have a significant effect upon the financial statements. The Committee receives a yearly report from the external auditors with respect to the Trust's financial control and financial reporting systems, which comes to their attention during the course of conducting the year end audit. Results of that update are relayed by the Committee to the full Board for its consideration. At least once a year, the Audit Committee meets with the Trust's external auditors without management present and may do so at any time throughout the rest of the year. All financial statements, quarterly reports, annual information form and information circulars that are publicly disseminated are reviewed by the Audit Committee prior to release for approval.
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| The Board has appointed a Compensation Committee comprised of W. C. (Mickey) Dunn as Chairman of the Committee, Murray Cobbe and Keith Macdonald, all of whom are outside directors. While W. C. (Mickey) Dunn is the Chairman of the Board, he is not considered by the Board to be a part of management and thus is an outside director for purposes of the Guidelines. The committee's mandate is to formally make recommendations to the Board in respect of compensation issues relating to directors, senior management and staff of the Trust, including recommending performance objectives and the compensation package for the Chief Executive Officer.
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The Board has appointed a Reserve, Safety & Environmental Committee comprised of Murray Todd as Chairman of the Committee, Murray Cobbe, Keith Macdonald and Raymond Smith. The Reserves, Safety & Environmental Committee is responsible for reviewing the independent engineering report provided to the Company. The Committee will also meet with the independent engineers without management present to discuss the submitted report.
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The Board does not
have a nominating Committee; the responsibilities of
such a committee form part of the mandate of the Corporate
Governance Committee.
As new directors have joined the Board, management
has provided these individuals with, among other things,
historical information about the Trust and its performance,
background information regarding the Trust and its strategic
plan with an outline of the general duties and responsibilities
entailed in carrying out their duties. The Board believes
that these procedures have proved to be a practical
and effective approach in light of the Trust's particular
circumstances, including the size of the Trust, limited
turnover of the directors and the experience and expertise
of the Board members.
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