Appointment
The President and Chief Executive Officer (the "CEO") of Veresen Inc. (the "Company") shall have such skills and abilities appropriate to the appointment as CEO as determined by the Corporate Governance and Nominating Committee and the board of directors of the Company (the "Board").
The CEO shall be a duly elected or appointed member of the Board and shall be specifically appointed as CEO by the Board at the first meeting of the Board following the annual meeting of shareholders of the Company (the "Shareholders"). The CEO is not an independent director of the Company and shall not be a member of any committees of the Board.
Responsibilities
The CEO, in exercising his or her powers and discharging his or her duties, is responsible to act honestly and in good faith with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonable prudent person would exercise in comparable circumstances. The CEO shall have the specific duties set out below and shall have such other powers and duties as the Board may delegate.
The CEO shall also present annual objectives to the Board for approval, which shall consist of personal and organizational goals and shall review annually with the Board his or her performance against such objectives.
In addition, the CEO shall:
a) Provide leadership and vision for the Company and promote the Company goals of increasing per share value and distributable cash for its Shareholders.
b) Develop a strong organization with the right people in the right positions.
c) Provide general supervision and management of the day-to-day affairs of the Company.
d) Develop a strategic and financial plan for review and approval by the Board and effectively implement the approved plan.
e) Develop an annual forecast of distributable cash of the Company for review and approval by the Board and update such forecast on not less than a quarterly basis.
f) Develop senior management succession and development plans and report to the Board at least annually on such plans. As required, recommend candidates for appointment as officers of the Company to the Board. As required, recommend appointments to senior management, monitor performance of senior management and provide feedback and training as appropriate.
g) Communicate, in a timely fashion, with the Board on material matters affecting the Company.
h) Manage relationships with the Company’s stakeholders.
i) Approve commitments within the limits of approval authorities delegated by the Board.
j) Ensure appropriate policies and procedures of the Company are developed, maintained and disclosed.
