Corporate Governance

The Board of Directors of Cathedral Energy Services Ltd. (the “Company” and for “Cathedral”) 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, the supervision of performance and succession planning of senior officers, the assessment of principal risk factors relating to the business of Cathedral and the monitoring and oversight the integrity of the financial reporting and disclosure. Every Director is required to act honestly and in good faith and in the best interests of the Company 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.

BOARD OF DIRECTORS

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

  • Ian S. Brown (1)(2)(3), Independent Consultant; Calgary, Alberta. Director since December 18, 2009.
     

  • Tom Connors, President and CEO, Cathedral Energy Services Ltd.; Calgary, Alberta.  Director since March 8, 2021.
     

  • Rod Maxwell (1)(2)(4), Managing Director, StoneBridge Merchant Capital Inc.; Calgary, Alberta. Director since October 30, 2000.
     

  • Randal H. Pustanyk, Executive Vice President, Cathedral Energy Services Ltd.; Chestermere, Alberta. Director since October 30, 2000.
     

  • Scott Sarjeant (1)(3), Independent Businessman; Calgary Alberta. Director since April 7, 2003.

  • Dale E. Tremblay (2), Independent Businessman; Lila, Bohol, Philippines. Director since October 6, 2015.
     

Notes: (1) Member of the Audit Committee, (2) Member of Compensation Committee, (3) Member of Governance Committee, (4) Chairman of the Board

GOVERNANCE COMMITTEE

The Governance Committee mandate includes among other duties and responsibilities: monitoring the effectiveness of the system of governance within the Company; 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 director