Perpetual Energy has a reputation for integrity and honesty. This reputation has been earned through the unwavering commitment of every employee to these two principles. The future success of the Corporation is dependent on the maintenance of these high standards.
All employees and consultants of Perpetual Energy are expected and required to adhere to the highest ethical standards in all of their conduct of business with and on behalf of the Corporation and in instances where a conflict arises between an individual's personal interests and the best interests of the Corporation. Underlying all actions and business decisions is a concern for what is fair and right. Any situation, decision or response should first consider what is fair and right and how it reflects on the Corporation and does it follow the Perpetual Energy “Code of Business Conduct” guidelines.
Board Composition
The Board of Directors of Perpetual Energy Inc. is composed of a majority of external non-management Directors who are elected annually by shareholders.
Board Committees
The Board of Directors currently has the following committees:
1. Audit Committee
2. Corporate Governance Committee
3. Environmental, Health and Safety Committee
4. Compensation Committee
5. Reserves Committee
1. Audit Committee
Purpose is to provide assistance to the Board of Directors in fulfilling its legal, regulatory and fiduciary obligations with respect to: financial accounting, internal control processes, continuous public disclosure, the independent audit function, non-audit services provided by independent auditors and other related matters as may be delegated by the Board of Directors. It is required to report to the Board of Directors of Perpetual Energy on a regular basis.
Committee members: Robert Maitland (Chair), Randall Johnson and Geoff Merritt, each of whom is an independent director.
2. Corporate Governance Committee
Responsible for the governance of the Board including the responsibility to review the mandate of the Board's committees, recommending changes to the size of the Board and its committees and generally implementing good corporate governance practices. It oversees the effectiveness of management and management's interaction with and responsiveness to the Board and reviews succession planning and recommends approval of the full Board. This Committee also conducts an annual survey to ensure that Directors' compensation is consistent with industry standards.
Committee members: Howard Ward (Chair), Karen Genoway, Randall Johnson and Robert Maitland, each of whom is an independent director.
3. Environmental, Health and Safety Committee
Purpose is to ensure that the environmental, health and safety policies and procedures meet all obligations to achieve regulatory compliance and meet acceptable industry standards. This includes the review and approval of internal environment and safety policies, emergency response plans, review of environment, health and safety risks and the proper management of those risks.
Committee members: Donald Nelson (Chair), Geoff Merritt, Susan Riddell Rose and Howard Ward.
4. Compensation Committee
Ensures that compensation policies are fair, equitable and competitive with the rest of the industry and that the incentive mechanism of remuneration is well aligned with the interests of Unitholders. The Compensation Committee is responsible for reviewing salaries, employee benefits and incentive compensation for the employees of Perpetual Energy including the President and Vice Presidents and making recommendations to the Board of Directors in respect of all compensation issues. Once in each fiscal year, the Committee will review with the President the performance, development and succession of management of Perpetual Energy.
Committee members: Randall Johnson (Chair), Karen Genoway, Robert Maitland and Howard Ward, each of whom is an independent director.
5. Reserves Committee
Prime responsibility is to provide assistance with the selection and remuneration of the reserves evaluator, the establishment of processes and procedures, compliance and disclosure of regulatory requirements of reserves information and the review of the annual and periodic independent engineering reports. Generally, the Committee will meet at least two times annually: once prior to the selection of the reserves evaluator and once prior to public release of the annual reserve estimates.
Committee members: Donald Nelson (Chair), Karen Genoway and Geoff Merritt, each of whom is an independent director.