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| Corporate Governance Overview |
The Board of Directors and management of Enerflex consider good governance to be an important factor in the effective operation of the Company. The Board has overall responsibility for the conduct of the business and affairs of the Company and discharges this responsibility both directly and by the delegation of certain authority to committees of the Board and senior management of the Company.
The Corporate Governance Committee improves the Company’s and Board’s performance by assessing and making recommendations regarding Board effectiveness and by establishing a process for identifying, recruiting, appointing and re-appointing directors and providing for the ongoing development of current Board members. The Committee monitors the flow of information between the Board and management and, where necessary, makes recommendations on improving the lines of communication. This Committee is chaired by Enerflex’s Lead Director. This ensures that all Board members have an impartial party available to review any area of conflict and it enables the Board the opportunity to operate independent of management at all times.
The Audit Committee assists the Board in fulfilling its oversight responsibility to shareholders, potential shareholders, the investment community and others with respect to the Company’s financial statements, financial reporting process, systems of internal accounting and financial controls, external auditors’ reports, insurance and risk mitigation. The Committee has independent access to the Company’s auditors and is empowered to investigate any matter, with full access to all books, records, facilities and personnel of the Company. It is also empowered to instruct and retain outside counsel or other experts as required.
The Human Resources and Compensation Committee plans for the continuity of executive officers and other key employees. The Committee also reviews the Company’s overall director and executive compensation plans, as well as any changes to significant compensation programs adopted throughout the Company. This level of involvement is designed to ensure that the Company’s policies and compensation programs are competitive and motivating, and assist the Company in attracting and retaining executive officers and other key employees. In all its deliberations, the Committee takes into account the cost of executive compensation and the interests of shareholders.
During 2004, the Board of Directors and its various committees provided oversight and direction in the establishment of the Company’s response to, and compliance with, the various securities requirements around internal controls, disclosure controls and officer certifications, and monitored the development and implementation of Enerflex’s disclosure policy, communication practices and its ethics and values policy. At Enerflex, we have always believed the Company should be managed in an ethical manner and as such, we have in place a Code of Business Conduct for our executives and employees. The Code expanded in 2004 to include the documentation and behavioral expectations of our core values. In early 2005, the Company implemented its Whistleblower Program and can be accessed from the Investor Relations menu on this web site. Readers requiring further information about the Company’s governance practices are directed to Enerflex’s SEDAR filings at www.sedar.com.
Complete Corporate Governance Guidelines.
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