Leadership

Governance

ARC is committed to good governance practices. We believe that good governance stems from a commitment to conduct all affairs with trust and integrity, and that these values must be upheld by the entire organization from the board of directors to all employees.

As a Canadian reporting issuer with common shares listed on the Toronto Stock Exchange, ARC complies with guidelines established by the Canadian Securities Administrator (CSA) as laid out in the National Instrument 58-101.

Independence of the Board

ARC believes an effective board consists of members who are educated, empowered and able to act independently. ARC’s board is comprised of ten members, eight of whom are independent; including the Chairman and Vice-Chairman of the board. Non-independent directors include, ARC’s President and Chief Executive Officer, Myron Stadnyk, and founding member and former Chief Executive Officer, John Dielwart.

Shareholder Engagement

ARC understands good governance to go beyond compliance and has been proactive in adopting practices aimed at enhancing shareholder engagement. In 2010, ARC implemented individual director voting and in 2011 introduced a non-binding Say-On-Pay advisory vote on executive compensation. In addition, ARC has a Whistleblower hotline in place for employees or third parties to raise concerns or violations with the Chair of the Audit Committee. ARC routinely reviews its governance practices and makes modifications when necessary.

Mandate and Committees of the Board

The board of directors of ARC sees its primary role as stewardship of the company, with key responsibility in long-term strategy and succession planning. In 2012, the board participated in nine regular meetings, as well as a three day strategy session, which is held on an annual basis.

To fulfill its oversight responsibilities the board has established six committees:

Audit Committee

Members: Kathleen O’Neill (Chair), Walter DeBoni, Fred Dyment, James Houck

2012 Meetings: 5

Responsibilities:

  • Ensure integrity and completeness of all financial and corporate reporting
  • Ensure compliance with accounting and finance based legal and regulatory requirements
  • Review of the independence and performance of the external auditors
  • Meet with external auditors independently of management

Reserves Committee

Members: James Houck (Chair), Walter DeBoni, Fred Dyment, Herb Pinder

2012 Meetings: 4

Responsibilities:

  • Review annual independent reserves evaluation
  • Review the qualifications, cost and technical approach of independent reserve evaluators

Human Resources and Compensation Committee

Members: Tim Hearn (Chair), Kathleen O’Neill, Herb Pinder, Mac Van Wielingen

2012 Meetings: 6

Responsibilities:

  • Overall human resources responsibilities and procedures
  • Compensation program
  • Chief Executive Officer succession

Health, Safety and Environment Committee

Members: Walter DeBoni (Chair), Tim Hearn, James Houck

2012 Meetings: 4

Responsibilities:

  • Reviews, reports and makes recommendations to the board on the development and implementation of policies and standards regarding health, safety and the environment.

Policy and Board Governance Committee

Members: Herb Pinder (Chair), Tim Hearn, Hal Kvisle, Mac Van Wielingen

2012 Meetings: 5

Responsibilities:

  • Develops and reviews ARC’s approach to board governance
  • Reviews, develops and recommends to the board procedures to ensure the board can function independently of management
  • Reviews director effectiveness and the need to recruit new members to the board

Risk Committee

Members: Fred Dyment (Chair), Hal Kvisle, Mac Van Wielingen

2012 Meetings: 5

Responsibilities:

  • Identifies and reviews business risks and mitigation of risks
  • Reviews guidelines and policies from management with respect to risk assessment, risk management and risk mitigation

Learn More

Visit ARC’s corporate website at www.arcresources.com/governance/ to view ARC’s governance policies and to learn more about our practices.  Additional information is also available in our 2012 Corporate Responsibility Report at www.ARCResponsibility.com.