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GOVERNANCE 

Coelacanth Energy Inc. is a publicly-traded company, listed on the TSX Venture Exchange (CEI). We are led by an experienced Executive Team, working under the steady guidance of our Board of Directors. Coelacanth's charters and policies provide the accountability, responsibility, and transparency that our shareholders, First Nation partners, and public stakeholders demand. 

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GOVERNANCE POLICIES 

Code of Business Conduct and Ethics

The Coelacanth Energy Inc. (the "Corporation") is committed to conducting the business of the Corporation ethically and legally. The board of directors (the "Board") of the Corporation has adopted this Code of Business Conduct and Ethics (the "Code"), which is designed to provide guidance on the conduct of the Corporation's business in accordance with high ethical standards. This Code and the specific related policies and practices, and any guidelines approved and implemented by the Board or management of the Corporation, will be used in identifying and managing ethical situation and in making ethical business decisions which adhere to these commitments. As a public company, the Corporation must not only conduct, but must also be seen to conduct, its business in accordance with such high ethical standards. The Code constitutes written standards that are reasonably designed to promote integrity, to deter wrongdoing and to address at a minimum, the fundamental principles set out in the full policy. 

Read the full policy here.

Disclosure & Confidentiality Policy

The objective of this Disclosure and Confidentiality Policy (the "Policy") is to ensure that communications with the investing public about Coelacanth Energy Inc. (the "Corporation") are timely, factual, accurate and balanced and broadly disseminated in accordance with all applicable legal and regulatory requirements, and that confidential information is handled appropriately.

The Policy confirms in writing the Corporation's existing disclosure policies and practices. Its goal is to raise awareness amongst the directors, officers and employees of the risk of selective disclosure and reduce the likelihood of inadvertent insider trading.

The Policy extends to all employees of the Corporation, its board of directors and those authorized to speak on its behalf. It covers disclosures in documents filed with the securities regulators and written statements made in the Corporation’s annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Corporation’s web-site and other electronic communications. It extends to oral statements made in meetings and on telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls. 

Read the full policy here.

Securities Trading Policy

Insider trading and tipping prohibitions are designed to ensure that anyone who has access to Undisclosed Material Information does not trade, or assist others in trading, to the disadvantage of investors generally. The purpose of this policy is to prescribe rules for Restricted Persons and Employees with respect to trading in securities of Coelacanth Energy Inc. (the "Corporation") by these individuals when there is Undisclosed Material Information or pending material developments with respect to the Corporation. Strict adherence to these policies and guidelines will promote investor confidence in securities of the Corporation by assuring the investing community that Restricted Persons and Employees who have access to Undisclosed Material Information will not make use of it by trading in securities of the Corporation before the information has been fully disclosed to the public, and a reasonable period of time for the dissemination of that information has passed.

If there is any question or concern with respect to the application of this policy to any Restricted Person or Employee of the Corporation, or to any particular circumstance, the Information Officer, currently the Chief Financial Officer, should be contacted for guidance.

Read the full policy here.

Treatment of Complaints Policy

The Audit Committee of Coelacanth Energy Inc. (the "Corporation") has adopted this policy with respect to the treatment of complaints (the "Policy") with the objective of establishing procedures for:

  • the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
  • the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

The policy ensures that those that report a 'Reportable Activity' as outlined in the policy are protected from any retaliation.

Read the full policy here.

Whistleblower Policy

The board of directors (the "Board") of Coelacanth Energy Inc. (the "Corporation") has adopted this Whistleblower Policy (the "Policy") to maintain the highest ethical standards in the conduct of its business. It is the policy of the Corporation to comply with, and require its directors, officers, employees and key consultants to comply with, all applicable legal and regulatory requirements relating to the Corporation's business, including its corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against shareholders. Every employee has the responsibility to assist the Corporation in meeting these requirements.

Under Canadian securities laws, the audit committee (the "Audit Committee") of the Board is responsible for establishing procedures for:

  • the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls and auditing matters; and
  • the confidential, anonymous submission by an individual employed by the Corporation of concerns regarding questionable accounting or auditing matters.

In connection with those requirements and with a view to encouraging ethical business conduct, the Board has adopted the Policy to ensure that:

  • complaints are received, investigated and retained on a confidential and anonymous basis that is in compliance with all applicable laws; and
  • individuals reporting a complaint will not be penalized or retaliated against for making a good-faith report of a complaint.

Read the full policy here.

 

ENVIRONMENTAL & SOCIAL RESPONSIBILITIES 

ENVIRONMENTAL

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SOCIAL

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HEALTH & SAFETY 

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EXECUTIVE JOB DESCRIPTIONS

CHIEF EXECUTIVE OFFICER

The Chief Executive Officer (the "CEO") is the senior management officer of Coelacanth Energy Inc. (the "Corporation"). As such, the CEO shall be the leader of an effective and cohesive management team for the Corporation, set the tone for the Corporation by exemplifying consistent values of high ethical standards and fairness, lead the Corporation in defining its vision, shall be the main spokesperson for the Corporation, and shall bear the chief responsibility to ensure the Corporation meets its short-term operational and long-term strategic goals. The CEO works with and is accountable to the board of directors (the "Board") of the Corporation.

Duties & Responsibilities

The CEO's primary duties and responsibilities are to:

  • foster a corporate culture that promotes ethical practices, encourages individual integrity and fulfills social responsibility;
  • maintain a positive work climate that is conducive to attracting, retaining and motivating a diverse group of top-quality employees at all levels;
  • develop and recommend to the Board long-term strategies and a vision for the Corporation that leads to creation of shareholder value;
  • develop and recommend to the Board annual business plans and budgets that support the Corporation's long-term strategy;
  • develop for approval by the Board the corporate objectives which the CEO is responsible to meet;
  • identify the principal risks of the Corporation's business and ensure the implementation of appropriate systems to manage these risks;
  • ensure that personnel and systems are in place so that the day-to-day business affairs of the Corporation are appropriately managed;
  • consistently strive to achieve the Corporation's strategic, financial and operating goals and objectives;
  • ensure that appropriate personnel and systems are in place for the integrity and adequacy of the Corporation's internal control and management information systems;
  • together with the Chief Financial Officer (the "CFO"), establish and maintain disclosure controls and procedures and internal control over financial reporting such that there are reasonable assurances: (i) that material information relating to the Corporation is made known to the CEO and/or CFO; (ii) regarding the reliability of financial reporting; and (iii) that the disclosure controls and procedures are effective, and evaluate and disclose the results of such controls and procedures;
  • ensure that the Corporation achieves and maintains a satisfactory competitive position within its industry;
  • ensure, in co-operation with the Board, that there is an effective succession plan in place for the CEO position;
  • ensure that the Corporation has an effective management team below the level of the CEO and has an active succession plan, including the appointment, training and monitoring of senior management;
  • formulate and oversee the implementation of major corporate policies;
  • ensure there is an effective communications policy for the Corporation; and
  • serve as the chief spokesperson for the Corporation.

CHIEF OPERATING OFFICER

The Chief Operating Officer (the "COO") is the senior operating officer of Coelacanth Energy Inc. (the "Corporation"). As such, the COO shall be responsible for planning, directing, and controlling, together with the Chief Executive Officer ("CEO"), the operations of the Corporation and shall work with the management team to ensure the Corporation meets its short-term operational and long-term strategic goals. The COO works with, and is accountable to, the board of directors (the "Board") of the Corporation.

Duties & Responsibilities

The COO's primary duties and responsibilities are to:

  • direct and coordinate the overall drilling, production, exploration and or land activities of the Corporation in accordance with policies, procedures and objectives established by the CEO and the Board;
  • maintain a positive work climate that is conducive to attracting, retaining and motivating a diverse group of top-quality employees at all levels;
  • develop and recommend to the CEO annual business plans and budgets that support the Corporation's long-term strategy;
  • develop for approval by the Board the corporate objectives which the COO is responsible to meet;
  • identify the principal operating risks of the Corporation's business and ensure the implementation of appropriate systems to manage these risks;
  • ensure that personnel and systems are in place so that the day-to-day business affairs of the Corporation as they relate to operations are appropriately managed;
  • consistently strive to achieve the Corporation's strategic, financial and operating goals and objectives; and
  • ensure that the Corporation achieves and maintains a satisfactory competitive position within its industry.

CHIEF FINANCIAL OFFICER

The Chief Financial Officer (the "CFO") is the senior financial officer of Coelacanth Energy Inc. (the "Corporation"). As such, the CFO shall be responsible for planning, developing, directing and controlling the accounting, financial, reporting and budgeting functions of the Corporation. The CFO works closely with the board of directors (the "Board") in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control over financial reporting, the audit process, and the Corporation's process for monitoring compliance with laws and regulations and the code of conduct. The CFO shall report to the Audit Committee at least quarterly.

Duties & Responsibilities

The CFO's primary duties and responsibilities are to:

  1. Financial Statements

    • Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas and recent professional and regulatory pronouncements, and understand their impact on the financial statements;
    • review with management and the external auditors the results of the audit, including any difficulties encountered;
    • review the annual financial statements, and consider whether they are complete, consistent with information known to the CFO, and reflect appropriate accounting principles;
    • review other sections of the annual report and related regulatory filings before release and consider the accuracy and completeness of the information;
    • review with management and the external auditors all matters required to be communicated to the Audit Committee under generally accepted auditing standards;
    • review the interim financial statements, and consider whether they are complete, consistent with information known to the CFO and reflect appropriate accounting principles; and
    • present the annual and interim financial statements to the Audit Committee for their review, comment and approval.
  2. Internal Control
    • Consider the effectiveness of the Corporation's internal control over annual and interim financial reporting, including information technology security and control;
    • understand the scope of the external auditor’s review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s response; and
    • together with the Chief Executive Officer (the "CEO"), establish and maintain disclosure controls and procedures and internal control over financial reporting such that there are reasonable assurances: (i) that material information relating to the Corporation is made known to the CEO and/or CFO; (ii) regarding the reliability of financial reporting; and (iii) that the disclosure controls and procedures are effective and such evaluation is disclosed.
  3. External Audit
    • Review the external auditor’s proposed audit scope and approach with the Audit Committee if requested to do so;
    • review the performance of the external auditors if requested to do so and report to the Audit Committee on the same; and
    • review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the Corporation, including non-audit services, and discussing such relationships with the Audit Committee.
  4. Compliance
    • Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance;
    • review the findings of any examinations by regulatory agencies, and any auditor observations;
    • review the process for communicating the code of conduct to the Corporation's personnel and monitor compliance therewith; and
    • obtain regular updates from management and legal counsel regarding compliance matters.
  5. Reporting Responsibilities
    • Report to the Audit Committee any issues with the external auditors or any other matters specified by the Audit Committee;
    • report annually to the shareholders on the audit; and
    • report quarterly on the information required to be certified under Multilateral Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings.
  6. Other Responsibilities
    • Perform other activities related to this position as requested by the Board;
    • institute and oversee special investigations as needed; and
    • confirm annually that all responsibilities outlined in this position description have been carried out.

 

CHAIR OF THE BOARD

The Executive Chair of the Board (the "Chair") along with the Board of Directors (the “Board”), assumes responsibility for the stewardship of the Corporation. In co-operation with the independent perspective and advice of the Lead Director, the Executive Chair manages the affairs of the Board, including being satisfied that the Board is organized properly, functions effectively, operates independently from management, and meets its obligations and responsibilities relating to corporate governance matters. The Executive Chair sets the "tone" for the Board and its members so as to foster ethical and responsible decision making, appropriate oversight of management and best practices in corporate governance.

Duties & Responsibilities

The Executive Chair's duties, responsibilities and obligations include, but are not limited to the following: 

  • Provide leadership in the process of reviewing and deciding upon matters that exert major influence on the manner in which the Corporation’s business is conducted, such as corporate strategic planning, corporate governance, policy formulation and mergers and acquisitions. 
  • Provide liaison between the Board and management of the Corporation and act as an advisor to and sounding board for the President. 
  • Provide overall leadership to enhance the effectiveness of the Board and lead the activities and meetings of the Board such that the Board exercises appropriate oversight of management and adopts appropriate practices in corporate governance; chair meetings of the Board and attend committee meetings as member or observer, as appropriate. 
  • Encourage open questions and discussion and promote a spirit of collegiality at Board meetings and foster ethical and responsible decision making and a healthy governance culture. 
  • With the President and Lead Director, establish the Board schedule in advance, co-ordinate the agenda, Board information packages and related events for Board meetings. 
  • Be satisfied that timely and relevant information and other resources, including adequate and regular updates from the President on all issues important to the welfare and future of the Corporation, are available to the Board to adequately support its work. 
  • Be satisfied that the responsibilities of the Board are effectively carried out in compliance with the Board's mandate and that the functions of the Board delegated to the committees of the Board are effectively carried out and reported to the Board. 
  • In collaboration with the Corporate Governance Committee, support the Director recruitment process and in conjunction with the Lead Director and the relevant committees of the Board, review and assess Director attendance, compensation and the size and composition of the Board and its committees and make recommendations to the Board for approval. 
  • Support the orientation of new and the continued education of incumbent Directors. 
  • Be satisfied that the Board represents and protects the interests of all shareholders and with the Corporate Secretary, determine meeting requirements and agenda of and preside as chair at all meetings of shareholders. 
  • With the Chair of the Corporate Governance Committee, actively participate in and oversee the administration of the annual evaluation of performance and effectiveness of the Board, Board Committees and Committee Chairs, other than that of the Executive Chair. 
  • Provide advice, counsel and mentorship to individual Directors, to assist them to improve performance or when appropriate, to receive notification of a Director's material change in health or employment, or, when appropriate, to transition them from the Board. 
  • Take reasonable steps to satisfy himself that an annual performance evaluation of the Chair is conducted, soliciting input from all Directors and appropriate members of management. 
  • Once or more annually, as the Corporate Governance Committee decides, ensure that this Position Description will be fully evaluated and updates recommended to the Board for consideration. 
  • Represent the Corporation, at the request of the President, to shareholders and external stakeholders and ensure, where applicable, that the Board is appropriately represented at official functions and meetings. 
  • In conjunction with the President, foster a corporate culture that promotes ethical practices and compliance and encourages individual integrity and social responsibility. 
  • Review director conflict of interest issues as they arise. 
  • Chair the in camera portions of Board meetings held without management present and meet with the President to discuss the results of the in camera portion of Board meetings held without management present. 

LEAD DIRECTOR

The Lead Director works closely with and in an advisory capacity to the Executive Chair of the Board of Directors (the "Board"). The Lead Director's primary focus is to provide the Board with an independent perspective pertaining to its oversight activities. The Lead Director aids and assists the Executive Chair in managing the affairs of the Board, including being satisfied that the Board is organized properly, functions effectively and operates independently of management.


Duties & Responsibilities

The Lead Directors' duties, responsibilities, and obligations include, but are not limited to, the following.  The Lead Director shall:

  • In conjunction with the Executive Chair, manage the affairs of the Board, including being satisfied that the Board operates independently of management and is alert to its obligations to the Corporation and its stakeholders.
  • Enhance the ability of the Board to act independently of management and non-independent directors.
  • Act as a liaison between the Executive Chair and the independent directors on sensitive issues.
  • Be satisfied that the Corporation and the Board meet their obligations and responsibilities relating to corporate governance matters.
  • Review conflict of interest issues with respect to members of the Board as they arise.
  • In conjunction with the Executive chair and the relevant committees of the Board, review and assess the size and composition of the Board and its committees.
  • If and when appropriate, consult and meet with any or all of the independent directors of the Board on corporate governance issues and other matters; be satisfied that questions and comments of independent directors are heard and addressed.
  • Chair Board meetings when the Executive Chair is unavailable or when there is any potential conflict.
  • Chair the in camera portions of Board meetings held without management or any non-independent Chair present.
  • Meet with the President to discuss the results of the in camera portion of the Board meetings held without management and any non-independent Chair present.
  • In conjunction with at least one other director, be entitled to convene meetings.

 


CORPORATE INFORMATION

INSTITUTION CONTACT
Stock Exchange
TSXV: CEI
Bank ATB Financial
Auditors
KPMG LLP
Independent engineers
GLJ Ltd.
Legal Gowling WLG (Canada) LLP, Corporate Secretary, Gregory Peterson LLB
Transfer Agent Computershare