ClearStream Energy - Compensation & Corporate Governance Committee
NPC
Compensation & Corporate Governance Committee

The Compensation and Corporate Governance Committee has the responsibility to review and monitor corporate governance practices and senior officer compensation.

Compensation and Corporate Governance Committee Charter:

Purpose

The Compensation & Corporate Governance Committee (“Corporate Governance Committee”) has the responsibility to review and monitor the corporate governance practices and compensation.

The Compensation and Corporate Governance Committee will primarily fulfill its responsibilities by carrying out the activities outlined in this Charter. The Committee is given full access to management and records and as necessary to carry out these responsibilities.

Composition and Qualification

The Compensation and Corporate Governance Committee will be comprised initially of all directors three of whom will be an independent director, as contemplated by the Guidelines of the Ontario Securities Commission.

The Board may fill vacancies in the Compensation and Corporate Governance Committee by appointment, and if and whenever a vacancy shall exist in the Compensation and Corporate Governance Committee, the remaining members may exercise all of its powers so long as a quorum remains in office.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Corporate Governance Committee shall:

Corporate Governance Matters

  1. keep abreast of developments in corporate governance and advise the Board and the committees of the Board on corporate governance issues;
  2. approve all transactions involving any “related party” as that term is defined in Ontario Securities Commission Rule 61-501: Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions, as it exists as the date hereof (collectively, “Related Party Transactions”);
  3. monitor any Related Party Transactions and report to the Board on a regular basis regarding the nature and extent of the Related Party Transactions;
  4. develop and recommend to the Board the Company’s governance practices, and review and recommend to the Board the Statement of Compensation and Corporate Governance Practices annually;
  5. monitor the Company’s compliance with strategic planning matters, including the adoption of a strategic planning process;
  6. implement a process for assessing the effectiveness of the size and composition of the Board to ensure Board effectiveness, the committees of the directors and the performance and contribution of the individual directors and report to the Board;
  7. monitor the appropriateness of, and implement structures from time to time, to ensure that the directors can function independently of management;
  8. respond to, and if appropriate, authorize requests by individual directors to engage outside advisors at the expense of the Company;
  9. recommend to the Board, as required, candidates suitable for election to the Board based on the Board’s determination of the competencies, skills and personal qualities desired in new Board members;
  10. review and recommend to the Board, for approval, changes in or additions to compliance policies of the Company in the context of competitive, legal and operational considerations;
  11. receive reports on the nature and extent of compliance or any non-compliance with such policies and Code of Business Ethics, as well as applicable legislation, and plans to correct deficiencies, if any, and to report to the Board on the status of such matters;
  12. review such other compliance matters as the Compensation and Corporate Governance Committee may consider suitable or the Board may specifically direct;
  13. review and assess the adequacy of the Compensation and Corporate Governance Charter annually, requesting Board approval for proposed changes;
  14. confirm to the Board annually that all responsibilities outlined in this Charter have been carried out; and
  15. evaluate the Compensation and Corporate Governance Committee’s and individual members performance on a regular basis.

Compensation Matters

  1. review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer (the “CEO”), evaluate the CEO’s performance in light of those corporate goals and objectives, and make recommendations to the Board with respect to the CEO’s compensation level based on this evaluation;
  2. make recommendations to the Board with respect to non-CEO officer and director compensation, incentive-compensation plans and equity-based plans;
  3. make recommendations to the Board with respect to the Long-Term Incentive Plan established for officers and key employees of the Company or any of the operating partners in which the Company may from time to time have an interest; and
  4. review executive compensation disclosure before the Company publicly discloses this information.

A quorum for the transaction of business of the Compensation and Corporate Governance Committee consists of a majority of the members of the Committee.

The time and place for meetings of the Compensation and Corporate Governance Committee shall be held and procedures at such meetings shall be determined from time to time by the Compensation and Corporate Governance Committee. The Secretary of the Company shall, upon the request of the Committee Chairman, any member of the Compensation and Corporate Governance Committee or the Chief Executive Officer of the Company, call a meeting of the Compensation and Corporate Governance Committee by letter, telephone, fax, telegram or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.

Any member of the Compensation and Corporate Governance Committee may participate in the meeting of the Committee by means of a conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

The Compensation and Corporate Governance Committee shall keep minutes of its meetings which shall be submitted to the Board.

One of the members of the Compensation and Corporate Governance Committee shall be elected as its chairman by the Committee or the Board and the Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.

The Compensation and Corporate Governance Committee may invite such officers and employees of the Company as it may see fit, from time to time, to attend at meetings of the Compensation and Corporate Governance Committee.

The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.