Pursuant to an administration agreement, the management and administration of Cathedral Energy Services Income Trust is delegated to the Board of Directors and management of Cathedral Energy Services Ltd. (“the Company”), as Administrator of the Trust. The Board of Directors of the Company are also Trustees of the Trust. The committees of the Company’s Board of Directors extend their respective mandates to governance of the Trust. With respect to the Board of Director of the Administrator, the Directors have approved a mandate for the Board which includes among other duties and responsibilities: the approval and monitoring of the strategic, business and financial plans of the Company and Cathedral Energy Services Limited Partnership (collectively, “Cathedral”); supervise performance and succession planning of senior officers; assessment of principal risk factors relating to the business of Cathedral; and to monitor and oversee the integrity of the financial reporting and disclosure. Every Director and Trustee is required to act honestly and in good faith and in the best interests of the Administrator and the Trust and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board remain those of the full Board.

The Board of Directors of the Administrator is currently composed of seven members of which five are independent to the Administrator. In addition, the Board of Directors has elected a lead director who is an independent director.

Governance Committee

The Governance Committee mandate includes among other duties and responsibilities: monitoring the effectiveness of the system of governance within the Trust; assessing the effectiveness of the Board of Directors as a whole, committees of the Board and the contributions of individual members; and identifying, recommending, orienting and educating new directors. The Governance Committee is comprised of independent directors.

Audit Committee

The Audit Committee mandate includes among other duties and responsibilities: monitoring the financial reporting process and systems of internal controls; monitoring the independence and performance of the external auditors; and reviewing interim and year end financial statements and other regulatory filings and furthermore recommending such financial statements and filings for approval of the Board of Directors. The Audit Committee is comprised of independent directors.

Compensation Committee

The Compensation Committee mandate includes among other duties and responsibilities: monitoring the performance and compensation of senior management; and reviewing and providing recommendations to the Board of Directors with respect to implementation and variation of option, compensation and incentive plans. The Compensation Committee is comprised of independent directors.

Code of Conduct

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