Good Governance Fuels Success
Fulfilling Our Duty to Stakeholders
A key driver and component of our success is a strong foundation of corporate governance practices and policies that promote the transparency, accountability, and engagement exemplified by the Board. Management and the Board are committed to implementing and maintaining effective practices in corporate governance and regularly monitor regulatory developments and governance best practices to ensure that Enerflex maintains its high governance standards, in compliance with evolving Canadian corporate governance requirements.
The Board is responsible for the supervision of management and the overall stewardship, risk management, strategic direction, and governance of Enerflex. Standing committees of the Board are an integral part of Enerflex’s governance structure. Three standing committees, comprised of independent directors, have been established 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 committees facilitate the Board decision-making by providing recommendations to the Board on matters within their respective responsibilities.
Standing Committee Memberships
| Directors | Audit Committee | Nominating & Governance Committee | Human Resources & Compensation Committee |
|---|---|---|---|
| Mr. Assing |  | ||
| Ms. Cox | | ||
| Mr. Dunn | | (Chair) | |
| Ms. Folse | | | |
| Mr. Gouin | | ||
| Ms. Hale | (Chair) | ||
| Mr. Reinhart (Chair of Board) | |||
| Mr. Rossiter (CEO) | |||
| Mr. Villegas | | | |
| Mr. Weill | | (Chair) |
Independent Chair of the Board
The Board annually appoints a non-executive independent director as its Chair to promote the Board’s independent oversight of Enerflex’s affairs and assist in holding management accountable for the Company’s activities. Among other things, the independent Chair ensures orderly, informed deliberation and decision-making, promotes Board solidarity and trust, acts as counsel for the CEO, promotes effective communication between the CEO and the Board, and guides the Board in carrying out its responsibilities. Click here for the Position Description of the Chairman of the Board.
Governance Policies and Practices
- Refer to the Management Information Circular to be dated on or about March 4, 2022 for detailed discussions of Enerflex’s governance practices and standards, including:
- The independence of all directors excluding the CEO;
- The absence of interlocking board positions;
- The practice of holding in camera sessions at every board meeting without management present;
- Committee responsibilities and mandates;
- The orientation and continuing education offerings for directors;
- The Board annual assessment process and director skills matrix;
- Director term limits and succession planning;
- Director compensation;
- Executive compensation and the “say on pay” advisory vote;
- Stock ownership guidelines for directors and members of the EMT;
- The prohibition on hedging for directors and the EMT;
- Director and EMT diversity policy, practices, and targets;
- Risk and strategic planning oversight;
- Various policies and practices designed to govern and sustain our culture of ethical business conduct, including the Business Code of Conduct, the Respectful Workplace Policy, the Whistleblower Policy, the Anti-Bribery and Anti-Corruption Policy, and the Insider Trading Policy; and
- Policies and practices designed to enhance shareholder rights, including the Majority Voting Policy and the Shareholder Engagement Policy.
