Enerflex Alignment with TSX Corporate Governance Guidelines

Corporate Governance Guidelines Does Enerflex Align?
Board responsibility for overall stewardship of Company

Yes

Board constituted with majority of unrelated directors

Yes

Relationship of each director disclosed and explained

Yes

Corporate Governance Committee constituted with non-management directors

Yes

Process implemented to assess Board effectiveness

Yes

Orientation and education program provided for new directors

Yes

Directors' compensation reflective of risk and responsibility

Yes

Committees are composed of non-management directors

Yes

Committee assigned to supervise corporate governance

Yes

Limits to management responsibilities defined

Yes

Board functions independently of management

Yes

Audit Committee composed only of unrelated directors and has direct communication with the Company's auditors

Yes

Systems implemented for Board to engage outside advisors

Yes



To review full details of Enerflex's TSX Compliance, please see Appendix E to the Company's Information Circular available at www.sedar.com.