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As a publicly traded company on the Toronto Stock Exchange under the symbol FES, Flint Energy Services Ltd. has a Board of Directors responsible for the business affairs of the Corporation and the adoption of long-term goals and strategies. All material transactions outside of ordinary course of business are submitted to the Board for consideration and approval prior to implementation.

The Board is responsible for the stewardship of the Corporation which includes responsibility for corporate governance in terms of:

  • satisfaction, to the extent feasible, with the integrity of the CEO and other executive officers of the Corporation as well as the culture of integrity throughout the Corporation created by the CEO and management;
  • adoption of a strategic planning process, including approval, on at least an annual basis, of a strategic plan, which accounts for the opportunities and risks of the business;
  • identification of the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to manage these risks;
  • succession planning, including appointing, training and monitoring senior management;
  • adoption of a communications policy for Flint;
  • the integrity of internal control and management information systems; and
  • the approach to corporate governance, including articulating corporate governance principles and guidelines that are specifically applicable to Flint.

The Board has ultimate responsibility for the succession planning, including appointment, training and monitoring of the Corporation's executive officers. The Corporation has adopted a formal Disclosure Policy, which explicitly deals with who is authorized to speak on behalf of the Corporation, the disclosure of material information and developments, maintenance of confidential information, and electronic communications and restrictions on employee trading. The Corporation formally communicates with its shareholders through its annual and quarterly reports, media releases and statutory filings.

In addition, the Board also acts in accordance with: the Business Corporations Act (Alberta), the Corporation’s Articles and Bylaws, Flint’s Code of Ethics, charters or terms of reference of the committees of the Board, and other applicable laws and Flint policies.


Code of Business Conduct and Ethics


Flint’s Code of Ethics is applicable to all employees of Flint and its subsidiaries. Consistent with Flint’s commitment to operate with the highest ethical standards, promote integrity and deter wrong doing, the stated purpose of the Code is to ensure that all employees have a clear understanding of the Corporation's expectations regarding their conduct and decision-making in the context of their role with the Corporation and to provide them with a clear understanding of what steps to take in the event that they witness unethical behavior or are faced with making a decision that may not be in alignment with the Corporation's core values.

The Code addresses such matters as confidentiality of corporate information, conflicts of interest, dealing with competitors, employees conducting business with the Corporation, use of corporate property, gifts and hospitality, discrimination and harassment and reporting of illegal or unethical behaviour or practices.

All new employees are advised of the Code at the time of hiring and all employees are advised of amendments to the Code as they occur. Certain employees are required to acknowledge in writing annually that they have received and read a copy of the Code. Any employee may obtain a copy of the Code upon request to the Human Resources department.  In addition, a copy of the Code has been filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.


Standing Committees


Corporate Governance Committee
The committee has responsibility for developing the approach of the Board for corporate governance, including developing a set of governance principles and guidelines that are specifically applicable to the Corporation. Responsibilities include:

  • considering the size and membership needs of the Board and its committees and making recommendations and reviewing the composition of the Board and its committees;
  • Assessing annually the effectiveness of both the Board as a whole and of each of the committees of the Board and the contribution and performance of individual directors;
  • Identifying, evaluating and recommending to the Board appropriate committees of the Board to be established, the terms of reference and mandates of such committees, and the Chairman of such committees;
  • Annually reviewing the terms of reference and mandates by the Board and the descriptions contained in any published disclosure documents concerning governance matters in respect of compliance with applicable legislation, regulatory and / or stock exchange requirements and guidelines;
  • Developing and reviewing an orientation and education program for new members of the Board;
  • Developing, in consultation with the CEO, a position description for the CEO and the corporate objectives which the CEO is responsible for meeting, developing position descriptions for the officers to define their respective goals;
  • Make recommendations to the Board in respect of recruitment of a new CEO and in consultation with the CEO, the recruitment of new officers of the Corporation; and
  • Approving requests from directors or committees of the Board for the engagement of outside advisors from time to time if thought appropriate.

Corporate Compensation Committee
The committee has responsibility for developing the approach of the Board in establishing and implementing appropriate compensation and human resource strategies and policies and practices that will attract, motivate and retain the necessary quality of personnel to meet business objectives. Responsibilities include:

  • reviewing and recommending remuneration strategies for the Corporation, with particular emphasis on the senior officers and the members of the Board;
  • assessing the performance of the CEO and, through the CEO, that of the other senior officers;
  • reviewing and assisting with planning for management succession and professional development for all of the officers of the Corporation;
  • establishing and recommending the compensation levels of the CEO and, through the CEO, compensation levels of the other officers of the Corporation;
  • establishing and recommending directors' compensation levels, and in consultation with the CEO, recommending option allocations for officers, directors and other employees;
  • reviewing, periodically, the savings and other benefits plans of the Corporation to ensure their appropriateness;
  • reviewing organizational structure changes, downsizing and other changes to the organization of the Corporation that may have a significant impact on the operating costs of the Corporation or its ability to achieve its business objectives; and
  • reviewing and recommending for approval by the Board, as required, all public or regulatory disclosure respecting compensation and the basis on which performance is measured in respect of compliance with applicable legislation, regulatory and/or stock exchange requirements or guidelines.

Audit Committee
The mandate of the Audit Committee of the Board of Directors of Flint is to assist the Board of Directors in fulfilling its responsibilities by reviewing: the financial information provided to Flint shareholders and other interested parties; the financial control systems established by management; and the audit process. The Audit Committee meets with management and with the auditors without management present. The Audit Committee's Charter, which includes its mandate, duties and responsibilities, is documented in the Corporation's Annual Information Form.

 

Environment, Health & Safety Systems
Flint has established guidelines and management systems to ensure compliance with environmental laws, rules and regulations. Flint has designated a compliance officer, the Corporate Manager, Occupational Health, Safety and Environment, whose responsibility is to monitor regulatory requirements and the impact on Flint and to implement appropriate compliance procedures. Management believes that operations are in substantial compliance with all material federal, provincial, state and local laws and regulations as they relate to the environment.

 

Whistleblower Policy
Toll free Hotline: 1-877-266-2579 or www.globalcci.com
(User ID: Flint) (Password: F2flint)

Flint has established an anonymous toll free Whistleblower Hotline as well as an independent email contact to receive and convey anonymous emails directly to the Audit Committee for anyone with concerns or complaints about accounting, internal control or auditing matters. The Whistleblower Hotline and email site are managed by an outside third party, Global Corporate Compliance and can be accessed through the link on Flint’s intranet “Our Flint Energy” or, from anywhere, over the Internet. The username to access this service is Flint and the password is F2flint.

A hardcopy of this Whistleblower Policy is posted at each Flint location for all Flint employees who don’t have computer or internet access. Flint employees are encouraged to discuss any suspected violations of its values, safety, quality and environmental policies or governmental laws or regulations with their supervisors, the Corporate Secretary, Paul M. Boechler - CFO, Human Resources personnel or directly with the President and CEO - Bill Lingard.

 

Disclosure Policy
Flint has established a Disclosure Policy to set out the policies and procedures that govern Flint’s continuous disclosure and communications with the investing public. The Disclosure Policy confirms in writing Flint’s disclosure policies and practices as approved by Flint’s Board of Directors. Its goal is to raise awareness of Flint’s approach to disclosure among the Board of Directors, senior management and employees in order to promote consistent disclosure practices aimed at informative, timely and broadly disseminated disclosure of material information to the market.