Overview
The Board of Directors and management of Veresen Inc. recognize that effective corporate governance is central to the prudent direction and operation of Veresen Inc. in a manner that ultimately enhances shareholder value. The following discussion outlines Veresen Inc.'s system of corporate governance, including with respect to various matters addressed by National Instrument 58-101 - Disclosure of Corporate Governance Practices (the "Disclosure Instrument") and National Policy 58-201 - Corporate Governance Guidelines, (the "Guidelines") as adopted by the Canadian Securities Administrators with effect as of June 30, 2005.
The corporate governance practices and policies of Veresen Inc. have been developed under the general stewardship of the Corporate Governance and Nominating Committee of the Board of Directors. The Corporate Governance and Nominating Committee believes that the corporate governance practices of Veresen Inc. are appropriate. As a result of evolving laws, policies and practices, the Corporate Governance and Nominating Committee continuously reviews the practices and policies of Veresen Inc. to ensure that Veresen Inc. complies with all applicable requirements. In this regard, the Corporate Governance and Nominating Committee has developed and implemented, and continues to develop, implement and refine, formal policies and procedures that reflect Veresen Inc.'s commitment to exemplary corporate governance.
View the Code of Business Conduct and Ethics
View the Disclosure Policy
Board Terms of Reference and Composition
Terms of Reference
The Board of Directors has plenary power to manage and supervise the business and operations of Veresen Inc. and has the duty to act in the best interests of Veresen Inc. and its Shareholders. In respect of its duties and responsibilities to the Partnership, the Board of Directors acts in accordance with Business Corporations Act (Alberta), Veresen Inc.'s articles of incorporation and by-laws, the terms of reference of each of the committees of the Board of Directors and applicable laws. The Board of Directors approves all significant decisions that affect Veresen Inc. before such decisions are implemented. The Board of Directors also supervises the implementation of such decisions and monitors the results. The Board of Directors is responsible for: (i) adopting a strategic planning process for Veresen Inc.; (ii) identifying and understanding the principal risks of Veresen Inc.'s business and overseeing management's implementation of systems to manage those risks; (iii) appointing senior management of Veresen Inc, including the CEO; (iv) for monitoring and assessing the performance of senior management and management succession planning; (v) ensuring that management maintains an effective communication program that provides for timely communication by Veresen Inc. with its Shareholders; and (vi) implementing and maintaining appropriate internal controls and information systems for Veresen Inc.
View the Terms of Reference of the Board of Directors
View the Position Description for the Chairman of the Board
View the Position Description for the President and Chief Executive Officer
Composition of the Board
The Board of Directors currently consists of eleven directors who provide a wide diversity of business experience. Ten of the members of the Board of Directors are independent as defined under applicable Canadian securities legislation. In accordance with such legislation, the Board of Directors defines a director to be "independent" if he or she has no direct or indirect material relationship with Veresen Inc. as determined by the Board of Directors in consultation with the Corporate Governance and Nominating Committee. A "material relationship" is a relationship which could, in the Board of Directors' view, be reasonably expected to interfere with the exercise of a director's independent judgement.
