The Board of Directors (the “Board”) and management of Enerflex Ltd. (“Enerflex” or the “Company”) recognize that good governance is critical for the effective operation of the Company. The Board is responsible for the supervision of management and the overall stewardship and governance of Enerflex. The Board is committed to implementing and maintaining effective practices in corporate governance and regularly monitors regulatory developments and governance best practices to ensure that Enerflex maintains its high governance standards.
The Board has established three committees with a view to allocating expertise and resources to particular areas and to enhance the quality of discussion at the Board meetings: the Nominating and Corporate Governance Committee (“NCG Committee”), the Human Resources and Compensation Committee (“HRC Committee”), and the Audit Committee.
The main responsibilities of the NCG Committee are to review and make recommendations as to all matters relating to effective corporate governance. The NCG Committee is responsible for assessing the effectiveness of the Board of Directors, its size and composition, its committees, director compensation, the Board’s relationship to management and individual performance and contribution of directors. The NCG Committee reviews on an ongoing basis the composition of the Board and analyzes the needs of the Board. The NCG Committee is also responsible for Board and committee succession planning, the identification and recruitment of new directors and new director orientation.
The principal responsibilities of the HRC Committee include: (i) reviewing and making recommendations as to the compensation of executive officers and other senior management; (ii) reviewing and making recommendations as to the Company’s short and long-term incentive programs, pension and other benefit plans; and (iii) overseeing executive officer appointments, performance evaluations of the President and CEO, succession planning and executive development. The HRC Committee also oversees compliance with Enerflex’s Business Code of Conduct and health, safety and environment program.
The principal duties of the Audit Committee include: (i) oversight responsibility for financial statements and related disclosures, reports to shareholders, continuous disclosure and other related communications; (ii) establishing appropriate financial policies; (iii) ensuring the integrity of accounting systems and internal controls; (iv) approving all audit and non-audit services provided by the independent auditor; (v) consulting with the auditor independent of management and overseeing the work of the independent auditor; (vi) monitoring and directing, as appropriate, the activities of the internal audit group; and (vii) overseeing the Company’s cybersecurity and IT programs.
The Board directly, and through its various committees, complies with evolving Canadian corporate governance requirements, including those established under National Policy 58-201 - Corporate Governance Guidelines, National Policy 58-101 – Disclosure of Corporate Governance Practices, and National Instrument 52-110 - Audit Committees.