Governance > Governance Overview > Governance Practices
GOVERNANCE PRACTICES

The following disclosure of the Corporation's Corporate Governance Practices is provided in accordance with NI 58-101 Disclosure of Corporate Governance Practices:

  1. Board of Directors:
    1. The following directors are independent:
      • Daphne Corbett
      • Arthur Dumont
      • Peter Fuss
      • Graham Weir
      • Don West
      • Clark Zentner
      Each of such directors has no direct or indirect material relationship with the Corporation.
    2. The following director is not independent:
      • Douglas Cutts(1)
      Douglas Cutts is the President and Chief Executive Officer of the Corporation.
    3. A majority (six of seven) of the directors are independent.
    4. The following directors are presently directors of the following other reporting issuers:


      5. DIRECTOROTHER REPORTING ISSUER
      Arthur Dumont Technicoil Corporation - Calgary, Alberta
      Phoenix Oilfield Hauling Inc. - Edmonton, Alberta
      Yangarra Resources Ltd. - Calgary, Alberta
      Graham Weir Zargon Energy Trust - Calgary, Alberta
      Don West Enerplus Resources Fund - Calgary, Alberta

    5. The independent directors hold an "in camera" meeting (at which the non-independent directors and members of management are not present) at all directors' meetings. There were 6 such "in camera" meetings held since the beginning of the 2006 financial year.
    6. The Chair of the board, Clark Zentner, is an independent director.
    7. The attendance record of each director for all board meetings held since the beginning of the 2006 financial year is as follows:


      8. DIRECTORATTENDANCE RECORD AT BOARD MEETINGS
      Daphne Corbett84 %
      Arthur Dumont92 %
      Peter Fuss92 %
      Ken MacDonald(2)100 %
      Graham Weir92 %
      Don West100 %
      Clark Zentner100 %

  2. Board Mandate:
    The board has adopted a written mandate. A copy of such mandate is available on the Corporation's website.
  3. Position Descriptions:
    1. The board has adopted written guidelines for the Chair of the Board and the Chair of each board committee. Copies of such written guidelines are available on the Corporation's website.
    2. The board has developed a written position description for the CEO.
  4. Orientation and Continuing Education:
    1. An informal orientation program has been implemented for new directors. The program includes a record of historical public information concerning the Corporation, meetings with management and an invitation to attend board and committee meetings prior to appointment as a director.
    2. Board members may attend appropriate continuing education seminars and courses at the Corporation's expense.
  5. Ethical Business Conduct:
    1. The board has adopted written Business Principles and Code of Ethics for the directors, officers and employees. A copy of the Business Principles and Code of Ethics is available on SEDAR at www.sedar.com. The Board monitors compliance with the Business Principles and Code of Ethics as follows:
      • Management is to report to the board at each regular quarterly board meeting on compliance.
      • All directors, officers and employees are required to certify compliance on an annual basis.
      • Confidential, anonymous complaints concerning non-compliance may also be made under the Corporation's Whistle Blowing Hotline. Such complaints are directed by the third party service provider to the Chair of the Corporate Governance Committee.
    2. Under the Canada Business Corporations Act, a director or officer that has an interest in a material contract or material transaction, or proposed material contract or material transaction, with the Corporation must disclose such interest in writing to the Corporation or request to have entered into the minutes of the board or committee meeting the nature and extent of such interest. The director or officer is not entitled to vote on the approval of such contract or transaction, and is excluded from the board meeting during the discussion of such contract or transaction.
  6. Nomination of Directors:
    1. All members of the board can suggest individuals for nomination to the board.
    2. The board does not have a separate Nominating Committee. Under the Terms of Reference of the Corporate Governance Committee, the Corporate Governance Committee reviews and recommends to the board any nominations to the board.
  7. Compensation:
    1. The Compensation Committee reviews and recommends to the board the compensation of the directors and officers. (See Statement of Executive Compensation "Report on Executive Compensation")
    2. The Compensation Committee is comprised of the following directors, all of whom are independent:
      • Don West (Chair)
      • Arthur Dumont
      • Peter Fuss
    3. The mandate of the Compensation Committee is to review and provide recommendations to the board for approval of the compensation of key management personnel and the compensation plans for the Corporation's management and employees. The Compensation Committee operates under written Terms of Reference that specify its responsibilities, powers and operation. A copy of such written Terms of Reference is available on the Corporation's website.
    4. A compensation consultant or advisor was not, at any time since the beginning of the 2006 financial year, retained to assist in determining compensation for any of the Corporation's directors and officers.
  8. Other Board Committees:
    In addition to the Audit Committee and Compensation Committee, the board has established the following board committees:
    1. Corporate Governance Committee:
      The Corporate Governance Committee is comprised of the following directors, all of whom are independent:
      • Arthur Dumont (Chair)
      • Daphne Corbett
      • Peter Fuss
      • Graham Weir
      • Don West
      • Clark Zentner

      The mandate of the Corporate Governance Committee is to oversee the development of and to make recommendations to the board on the Corporation's approach to corporate governance. The Corporate Governance Committee operates under written Terms of Reference that specify its responsibilities, powers and operation. A copy of such written Terms of Reference is available on the Corporation's website.

    2. Environment, Health and Safety Committee:
      The Environment, Health and Safety Committee is comprised of the following directors, the majority of whom are independent:
      • Don West (Chair)
      • Arthur Dumont
      • Douglas Cutts

      The mandate of the Environment, Health and Safety Committee is to monitor and make recommendations to the board on the Corporation's environment, health and safety practices and procedures. The Environment, Health and Safety Committee operates under written Terms of Reference that specify its responsibilities, powers and operation. A copy of such written Terms of Reference is available on the Corporation's website.

  9. Assessments:
    The board conducts an annual assessment process of the effectiveness of the board and its committees, under the direction of the Chair of the Corporate Governance Committee. The board does not believe that an assessment process of the effectiveness of individual directors is necessary at this time.

    10. (1) Douglas Cutts was appointed President & Chief Executive Officer and Director of Pulse Data Inc. on      May 22, 2007.
    (2) Ken MacDonald retired as President & Chief Executive Officer and Director of Pulse Data Inc. on May      22, 2007.

     
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