GOVERNANCE 

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.

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.

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.

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.