Health, Safety & Environment (HSE) Committee Charter
Purpose and Authority
The primary function of the HSE committee of ClearStream Energy Services Inc. (the Company) is to assist the Board and its Directors in fulfilling its responsibilities in regard to the establishment of appropriate health, safety and environment policies and procedures and ensuring that the Company complies with applicable legal obligations in these areas.
The HSE Committee is given full access to management of the Company and its records as necessary to carry out these responsibilities.
The Board will review and revise this Charter from time to time based on its assessment of the Company’s needs, legal and regulatory developments and applicable best practices.
Composition and Qualification
The HSE Committee will be comprised of Three (3) or more directors of the Board, all of whom will be an independent director, inconformity with the laws, regulations and listing requirements to which the Company is subject (Independence criteria under NL 52-110). Each member of the HSE Committee will serve only at the pleasure of the Board and, in any event, only so long as she or he shall be an independent director. The Board may fill vacancies in the HSE 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 HSE Committee shall:
- Review internal control systems for health, safety and the environment and recommend to the Board for approval fundamental policies pertaining to health, safety and environment that have the potential to impact Company activities and strategies
- Monitor the Company’s existing health, safety and environmental practices and procedures to ensure they comply with legislation that applies to the Company and meets industry standards
- Investigate any activity that the Committee deems appropriate, and report to the Board on Company performance with respect to applicable laws, regulations and Company policies on health, safety and the environment, emerging trends, relevant issues and regulations
- Review, and investigate as appropriate, the findings of any significant report by regulatory agencies, external health, safety and environmental consultants or auditors about Company performance in health, safety and environment
- Review and report to the Board on the Company’s performance with respect to health, safety and environmental compliance
The HSE committee shall:
- Report on its activities to the Board regularly and confirm to the Board annually that all responsibilities outlined in this Charter have been carried out;
- Perform other activities related to this Charter as requested by the Board; and
- The HSE Committee receives regular reports from the management of the company regarding HSE matters. In addition, the HSE
- Committee receives presentations from time to time from various management personnel within the Company’s operations, regarding HSE issues and safety performance; and
- Evaluate the HSE Committee and individual member’s performance on a regular basis and review and assess the adequacy of this Charter at least once per year and report the results of such review and assessment to the Board along with any proposals for approval.
A quorum for the transaction of business of the HSE Committee shall consist of a majority of the members of the HSE Committee. No business may be transacted by the HSE Committee except at a meeting at which quorum is present. Alternatively, business may be transacted by the HSE Committee by a resolution in writing signed by all members of the HSE Committee who would have been entitled to vote on that resolution at a meeting of the HSE Committee.
Time and place for meetings of the HSE Committee and procedures at such meetings shall be determined from time to time by the HSE Committee. The Secretary of the Company shall, upon the request of the Chairman of the HSE Committee, any member of the HSE Committee or the Chief Executive Officer of the Company, call a meeting of the HSE Committee by at least 48 hours’ notice given to each member; 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. The HSE Committee expects that written materials will be received from Management in advance of meeting dates and available to all Directors of the Board. Amy member of the HSE Committee may participate in the meeting of the HSE Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purpose hereof, to be present at the meeting.
The HSE Committee shall keep minutes of its meetings which shall be submitted to the Board.
One of the members of the HSE Committee shall be elected as its Chairman by the HSE Committee or the Board and the HSE Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.
The HSE 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 HSE Committee.