Committed to comprehensive and transparent disclosure

Overview

Iron Bridge’s leadership team and Board of Directors are committed to governing our company according to the highest corporate standards, ensuring we are operating ethically and legally and in the interests of our shareholders.

Sound corporate governance is a crucial part of our company’s development and growth, impacting every area of our business, from corporate disclosure to the safety of our employees and the environmental impact of our operations.

Our team of experienced, knowledgeable Board members, management and employees all have a financial stake in our company. We conduct our business in a way that is mindful of our shareholders’ interests, knowing that we can all be successful if we manage our business operations safely, prudently and efficiently.

Together, the Board and our management team develop and uphold Iron Bridge’s mission, corporate objectives, strategic plans and governance principles. The Board meets regularly to review and discuss issues of strategic importance, including growth opportunities for the company. The Board also monitors Canadian regulatory developments that impact corporate governance, accountability and corporate disclosure.

Each of the Board’s independent directors work together to ensure sound management decisions through the fully independent Corporate Governance Committee and the appointment of an independent, non-Executive Chair.

Iron Bridge’s Board and management team ensure standards are in place to promote ethical behavior throughout the organization. They are committed to transparent and comprehensive disclosure with our stakeholders through regular communications activities such as news releases and investor presentations.

Board Composition & Mandates

The Board of Directors (the "Board") of Iron Bridge Resources Inc. ("Iron Bridge") is responsible for the stewardship of Iron Bridge and its subsidiaries. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of Iron Bridge.

In general terms, the Board will:

  • in consultation with management of Iron Bridge, define the principal objectives of Iron Bridge;
  • monitor the management of the business and affairs of Iron Bridge with the goal of achieving Iron Bridge’s principal objectives as defined by the Board;
  • discharge the duties imposed on the Board by applicable laws; and
  • for the purpose of carrying out the foregoing responsibilities, take all such actions as the Board deems necessary or appropriate.
  • Without limiting the generality of the foregoing, the Board will perform the following duties.

Strategic Operating, Capital Plans and Financing Plans

  • require the Chief Executive Officer (the “CEO”) to present annually to the Board a longer range strategic plan and a shorter range business plan for Iron Bridge’s business, which plans must:
    • be designed to achieve Iron Bridge’s principal objectives; and
    • identify the principal strategic and operational opportunities and risks of Iron Bridge’s business;
  • review progress towards the achievement of the goals established in the strategic, operating and capital plans;
  • identify the principal risks of Iron Bridge’s business and take all reasonable steps to ensure the implementation of the appropriate systems to manage these risks;
  • approve the annual operating and capital budget plans and subsequent revisions thereof;
  • approve limits on management’s authority to conduct acquisitions and dispositions of assets, corporations and undeveloped lands;
  • approve the establishment of credit facilities and borrowings; and
  • approve issuances of additional common shares or other securities;

Monitoring and Acting

  • monitor Iron Bridge’s progress towards its goals, and to revise and alter its direction through management in light of changing circumstances;
  • monitor overall human resource policies and procedures, including compensation and succession planning;
  • appoint all of the officers, including the CEO, and determine the terms of employment with Iron Bridge of all of such officers;
  • approve the dividend policy of Iron Bridge (if applicable);
  • ensure systems are in place for the implementation and integrity of Iron Bridge’s internal control and management information systems;
  • monitor the “good corporate citizenship” of Iron Bridge, including compliance by Iron Bridge with all applicable safety, health and environmental laws;
  • in consultation with the CEO, establish the ethical standards to be observed by all officers and employees of Iron Bridge and use reasonable efforts to ensure that a process is in place to monitor compliance with those standards;
  • require that the CEO institute and monitor processes and systems designed to ensure compliance with applicable laws by Iron Bridge and its officers and employees; and
  • review, consider and where deemed appropriate, approve all matters relating to a takeover bid or other significant corporate transaction involving Iron Bridge;

Compliance Reporting and Corporate Communications

  • ensure compliance with the reporting obligations of Iron Bridge, including that the financial performance of Iron Bridge is properly reported to shareholders, other security holders and regulators on a timely and regular basis;
  • recommend to shareholders of Iron Bridge a firm of chartered accountants to be appointed as Iron Bridge’s auditors;
  • ensure that the financial results are reported fairly and in accordance with IFRS;
  • ensure the timely reporting of any change in the business, operations or capital of Iron Bridge that would reasonably be expected to have a significant effect on the market price or value of the common shares of Iron Bridge;
  • ensure the corporate oil and gas reserve report fairly represents the quantity and value of corporate reserves in accordance with generally accepted engineering principles;
  • report annually to shareholders on the Board’s stewardship for the preceding year;
  • establish a process for direct communications with shareholders and other stakeholders through appropriate directors, including through the whistleblower policy; and
  • ensure that Iron Bridge has in place a policy to enable Iron Bridge to communicate effectively with its shareholders and the public generally;

Governance

  • facilitate the continuity, effectiveness and independence of the Board by, amongst other things:
    • if it is determined appropriate by the Board to do so, appointing a Chair of the Board who is not a member of management;
    • appointing from amongst the directors an audit committee and such other committees of the Board as the Board deems appropriate;
    • defining the mandate of each committee of the Board and the terms of reference for the chair of each committee;
    • ensuring that processes are in place and are utilized to assess the effectiveness of the Chair of the Board, the Board as a whole, each director, each committee of the Board and the chair of each committee of the Board; and
    • establishing a system to enable any director to engage an outside adviser at the expense of Iron Bridge;
  • review annually the composition of the Board and its committees and assess Directors’ performance on an ongoing basis, and propose new members to the Board; and
  • review annually the adequacy and form of the compensation of directors.

Delegation

  • The Board may delegate its duties to and receive reports and recommendations from any committee of the Board to assist the Board in the performance of its duties.

Composition

  • A majority of Board members should be “independent” Directors as such term is defined in Multilateral Instrument 52-110 Audit Committees.
  • On at least an annual basis, the Board shall conduct an analysis and make a positive affirmation as to the “independence” of a majority of its Board members.
  • Members should have or obtain sufficient knowledge of Iron Bridge and the oil and gas business to assist in providing advice and counsel on relevant issues.

Meetings

  • The Board shall meet at least four times per year and/or as deemed appropriate by the Board Chair.
  • The Board shall meet at the end of its regular quarterly meetings and, if deemed appropriate by the Board Chair, at the end of its other meetings without members of management, including the CEO, being present.
  • Minutes of each meeting shall be prepared by the Corporate Secretary.
  • The CEO shall be available to attend all meetings of the Board or committees of the Board upon invitation by the Board or any such committee.
  • Vice-Presidents and such other staff as appropriate to provide information to the Board shall attend meetings at the invitation of the Board.

Reporting / Authority

  • Following each meeting, the Corporate Secretary will promptly report to the Board by way of providing draft copies of the minutes of the meetings.
  • Supporting schedules and information reviewed by the Board at any meeting shall be available for examination by any Director upon request to the CEO.
  • The Board shall have the authority to review any corporate report or material and to investigate activity of Iron Bridge and to request any employees to cooperate as requested by the Board.
  • The Board may retain persons having special expertise and/or obtain independent professional advice to assist in fulfilling its responsibilities at the expense of Iron Bridge.

Audit Committee Composition & Mandates

The Audit Committee (the "Committee") is a committee of the Board of Directors (the "Board") of Iron Bridge Resources Inc. ("Iron Bridge") to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management's reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information.

Members: Steven D. Oldham (Chair), Robert F. Colcleugh and Jay P. McWilliams

The objectives of the Committee, with respect to Iron Bridge and its subsidiaries, are as follows:

  • To assist Directors in meeting their responsibilities in respect of the preparation and disclosure of the financial statements of Iron Bridge and related matters.
  • To provide better communication between directors and external auditors.
  • To ensure the external auditors’ independence.
  • To increase the credibility and objectivity of financial reports.
  • To strengthen the role of the outside directors by facilitating in depth discussions between directors on the Committee, management and external auditors.

Mandate and Responsibilities of Committee

It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to Iron Bridge’s internal control systems, including that such internal control systems are satisfactory with respect to:

  • identifying, monitoring and mitigating business risks; and
  • ensuring compliance with legal and regulatory requirements.
  • It is a primary responsibility of the Committee to review the annual and quarterly financial statements of Iron Bridge and related management’s discussion and analysis (“MD&A“) prior to their submission to the Board for approval. The process should include but not be limited to:
  • reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future years’ financial statements;
  • reviewing significant accruals, reserves or other estimates such as the ceiling test calculation;
  • reviewing accounting treatment of unusual or non-recurring transactions;
  • ascertaining compliance with covenants under loan agreements;
  • reviewing financial reporting relating to asset retirement obligations;
  • reviewing disclosure requirements for commitments and contingencies;
  • reviewing adjustments raised by the external auditors, whether or not included in the financial statements;
  • reviewing unresolved differences between management and the external auditors;
  • obtain explanations of significant variances with comparative reporting periods; and
  • determine through inquiry if there are any related party transactions and ensure the nature and extent of such transactions are properly disclosed.
  • The Committee is to review the financial statements and related information included in prospectuses, MD&A, information circular-proxy statements, annual information forms (“AIF“), before release and prior to Board approval.
  • With respect to the appointment of external auditors by the Board, the Committee shall:
  • be directly responsible for overseeing the work of the external auditors engaged for the purpose of issuing an auditors’ report or performing other audit, review or attest services for Iron Bridge, including the resolution of disagreements between management and the external auditor regarding financial reporting;
  • review management’s recommendation for the appointment of external auditors and recommend to the Board appointment of external auditors and the compensation of the external auditors;
  • review the terms of engagement of the external auditors, including the appropriateness and reasonableness of the auditors’ fees;
  • when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change; and
  • review and approve any non-audit services to be provided by the external auditors’ firm and consider the impact on the independence of the auditors.
  • Review with external auditors (and the internal auditor if one is appointed by Iron Bridge) their assessment of the internal controls of Iron Bridge, their written reports containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses.
  • The Committee shall also review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of Iron Bridge and its subsidiaries.
  • Review all public disclosure containing audited or unaudited financial information before release.
  • Review financial reporting relating to risk exposure.
  • Satisfy itself that adequate procedures are in place for the review of Iron Bridge’s public disclosure of financial information from Iron Bridge’s financial statements and periodically assess the adequacy of those procedures.
  • Establish procedures for:
  • the receipt, retention and treatment of complaints received by Iron Bridge regarding accounting, internal accounting controls, or auditing matters; and
  • the confidential, anonymous submission by employees of Iron Bridge of concerns regarding questionable accounting or auditing matters.
  • Review and approve Iron Bridge’s hiring policies regarding partners, employees and former partners and employees of the present and external auditors of Iron Bridge.
  • Review any other matters that the Audit Committee feels are important to its mandate or that the Board chooses to delegate to it.
  • Undertake annually a review of this mandate and make recommendations to the Board or the committee of the Board, if any, having responsibility for corporate governance matters as to proposed changes.

Composition

  • The Committee shall be composed of at least three (3) individuals appointed by the Board from among its members, all of which members will be independent (within the meaning of National Instrument 52-110Audit Committees (“NI 52-110“)) unless the Board determines to rely on an exemption in NI 52-110. “Independent” generally means free from any direct or indirect material relationship with Iron Bridge which could, in the view of the Board, be reasonably expected to interfere with the exercise of the member’s independent judgment.
  • All of the members must be financially literate within the meaning of NI 52-110 unless the Board has determined to rely on an exemption in NI 52-110. Being “financially literate” means members have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Iron Bridge’s financial statements.

Meetings

  • The Committee shall meet at least four times per year and/or as deemed appropriate by the Committee Chair.
  • The Committee shall meet not less than quarterly with the auditors without management being present.
  • A quorum shall be a majority of the members of the Committee.
  • The Corporate Secretary or another individual acceptable to the Committee shall act as Secretary of the Committee.
  • Agendas, with input from management, shall be circulated to Committee members and relevant management personnel along with background information on a timely basis prior to the Committee meetings.
  • Minutes of each meeting shall be prepared by the Secretary to the Committee.
  • The Chief Executive Officer and the Vice President, Finance and Chief Financial Officer or their designates shall be available to attend at all meetings of the Committee upon the invitation of the Committee.
  • The Manager, Financial Reporting and such other staff, as are appropriate, to provide information to the Committee shall be available to and attend meetings upon invitation by the Committee.

Reporting / Authority

  • Following each meeting, in addition to a verbal report, the Committee will report to the Board by way of providing copies of the minutes of such Committee meeting at the next Board meeting after a meeting is held (these may still be in draft form).
  • Supporting schedules and information reviewed by the Committee shall be available for examination by any director.
  • The Committee shall have the authority to investigate any financial activity of Iron Bridge and to communicate directly with the internal and external auditors. All employees are to cooperate as requested by the Committee.
  • The Committee may retain, and set and pay the compensation for, persons having special expertise and/or obtain independent professional advice to assist in fulfilling its duties and responsibilities at the expense of Iron Bridge.

Engineering, Health, and Safety Committee Composition & Mandates

The purpose of the Engineering, Health and Safety Committee is to assist the Board in carrying out its responsibilities with respect to annual and interim reviews of the Company's oil and gas reserves. The Committee will also review the reserves and resources data of the independent engineers responsible for evaluating the Company's reserves and resources.

Members: Jay P. McWilliams (Chair), Dean J.W. Bernhard and Steven D. Oldham

Role and Objective

The Engineering, Health and Safety Committee (the “Committee“) is a committee of the Board of Directors (the “Board“) of Iron Bridge Resources Inc. (“Iron Bridge“) to which the Board has delegated the following responsibilities:

  • Review the qualifications, experience, availability of staff, reserve audit approach and costs of independent engineering firms available to report on the quality and value of Iron Bridge’s oil and natural gas reserves, annually.
  • Review Iron Bridge’s internal procedure in supplying historical volume and operating cost data to the independent engineering firms to be used as the basis along with other variables for future projections.
  • Review major assumptions and resulting outcomes used by the independent engineering firms in preparation of their report on Iron Bridge’s reserves.
  • Undertake an annual review of reserve revisions with the Vice-President, Completion & Production (“VP, Completion & Production“) and Iron Bridge’s independent engineering firm.
  • Review any matters relating to the preparation, assumptions and resulting outcomes for any report on Iron Bridge’s reserves or resources (including reserves or resources to be acquired) for certain material acquisitions or which may form the basis of any public disclosure by Iron Bridge.
  • Review Iron Bridge’s internal control systems in the areas of health, safety and the environment and Iron Bridge’s strategies and policies regarding health, safety and the environment.
  • Review and approve policies and process safety, core competencies and excellence in field operations in furtherance of top level safety performance.
  • Review and approve fundamental policies pertaining to health, safety and the environment having the potential to impact Iron Bridge activities and strategies; or, in the discretion of the Committee, review and recommend such fundamental policies to the Board for approval.
  • Review and report to the Board:
    •  on Iron Bridge’s performance with all applicable laws, regulations and Iron Bridge’s policies with respect to health, safety and the environment on a quarterly basis.
    •  on emerging trends, issues and regulations related to health, safety and the environment that are relevant to Iron Bridge.
    • the findings of any significant report by regulatory agencies, external health, safety and environment consultants or auditors concerning Iron Bridge’s performance in health, safety and the environment and any necessary corrective measures taken to address issues and risks with regards to Iron Bridge’s performance in the areas of health, safety and the environment that have been identified by Iron Bridge, external auditors or by regulatory agencies.
    • the results of any review with management, outside accountants and legal advisors of the implications of major corporate undertakings such as the acquisition or expansion of facilities or decommission of facilities.
    •  policies and other directives of Iron Bridge relating to security and the safeguarding of Iron Bridge’s premises, installations, assets and personnel.
  • Perform any other matters that the Committee feels are important to its mandate or that the Board chooses to delegate to it.
  • Undertake annually a review of this mandate and make recommendations to the Board or the committee of the Board, if any, responsible for corporate governance matters as to proposed changes.
  • Composition
  • This Committee shall be composed of at least three (3) individuals appointed by the Board from among its members, at least a majority of whom shall be independent within the meaning of applicable securities legislation.
  • All Committee members should qualify to be members to the Committee under National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and should be free from any direct or indirect material relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of any such member’s independent judgment.
  • Members should have or obtain sufficient knowledge of Iron Bridge’s business and Iron Bridge’s oil and gas reserve evaluations to assist in providing advice and counsel on:  (a) Iron Bridge’s reserve evaluation process and report; and (b) health, safety and environmental matters.
  • Meetings
  • The Committee shall meet at least two times per year and/or as deemed appropriate by the Committee Chair.
  • The Committee may at its discretion conduct discussions with Iron Bridge’s independent engineering firms without management present.
  • A quorum shall be a majority of the members of the Committee.
  • The Corporate Secretary or another individual acceptable to the Committee shall act as Secretary of the Committee.
  • Agendas, with input from management, shall be circulated to Committee members and relevant management personnel along with background information on a timely basis prior to the Committee meetings.
  • Minutes of each meeting shall be prepared by the Secretary to the Committee.
  • The Chief Executive Officer (the “CEO“) and the President and Chief Operating Officer (“President & COO“) shall be available to attend all meetings of the Committee upon invitation by the Committee.
  • The VP, Completion & Production, the CEO, the President & COO and other members of senior management as well as such other staff as are appropriate to provide information to the Committee shall be available to attend meetings upon invitation by the Committee.
  • Reporting / Authority
  • Following each meeting, in addition to a verbal report, the Committee will report to the Board by way of providing copies of the minutes of such Committee meeting at the next Board meeting after a meeting is held (these may still be in draft form).
  • Supporting schedules and information reviewed by the Committee shall be available for examination by any Director.
  • The Committee shall have the authority to investigate any reserve related or health, safety and the environment activity of Iron Bridge and may request any employee to cooperate.
  • The Committee may retain, and set and pay the compensation for, persons having special expertise and/or obtain independent professional advice to assist in fulfilling its duties and responsibilities at the expense of Iron Bridge.

Compensation Committee Composition & Mandates

The Compensation Committee determines overall human resources and compensation policies and processes. They are also responsible for establishing the terms and conditions of service of (including the remuneration) for the President and other executives, and make recommendations to the Board concerning the grant of options to officers.

Members: Joshua D. Young (Chair), Robert F. Colcleugh and Steven D. Oldham

Role and Objective

The Compensation Committee (the “Committee“) is a committee of the Board of Directors (the “Board“) of Iron Bridge Resources Inc. (“Iron Bridge“) to which the Board has delegated responsibility for reviewing and, as appropriate, approving:

  • Overall human resource policies, trends and/or organizational issues including in respect of recruitment, performance management, compensation, benefit programs, resignations/terminations, training and development, succession planning and organizational planning and design.
  • Compensation, including cash compensation consisting of salary and bonuses, and other compensation (other than shares or rights to shares except in the manner and on the terms authorized by the Directors of Iron Bridge) awarded for all Iron Bridge staff including the officers of Iron Bridge but excluding the Chief Executive Officer (the “CEO“).
  • In consultation with the Board, undertake an annual performance review with the CEO, and review such officers’ appraisal of the performance of the other officers of Iron Bridge.  The Committee shall review and provide recommendations to the Board of Directors on the compensation of the CEO.
  • Employment contracts or other major agreements for Iron Bridge’s employees.
  • Report to shareholders annually in the Report of the Compensation Committee.
  • Undertake annually a review of this mandate and make recommendations to the Board or the committee of the Board, if any, responsible for corporate governance matters as to proposed changes.

Composition

  • This Committee shall be composed of at least three (3) individuals appointed by the Board from among its members, at least a majority of whom shall be independent within the meaning of applicable securities legislation.
  • All Committee members should be free from any direct or indirect material relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of any such member’s independent judgment.
  • Members should have or obtain sufficient knowledge of Iron Bridge’s human resource policies and procedures including, but not limited to, compensation and benefit plans and pension plans to assist in providing advice and counsel on compensation and human resource issues.

Meetings

  • The Committee shall meet at least once per year and/or as deemed appropriate by the Committee Chair.
  • A quorum shall be a majority of the members of the Committee.
  • The Corporate Secretary or another individual acceptable to the Committee shall act as Secretary to the Committee.
  • Effective agendas, with input from management, shall be circulated to Committee members and relevant management personnel along with background information on a timely basis prior to the Committee meetings.
  • Minutes of each meeting shall be prepared by the Secretary to the Committee.
  • The CEO shall be available to attend at all meetings of the Committee upon invitation by the Committee.
  • Other members of senior management as well as individuals representing human resources and such other staff as are appropriate to provide information to the Committee shall be available to attend meetings upon invitation by the Committee.

Reporting / Authority

  • Following each meeting, in addition to a verbal report, the Committee will report to the Board by way of providing copies of the minutes of such Committee meeting at the next Board meeting after a meeting is held (these may still be in draft form).
  • Supporting schedules and information reviewed by the Committee shall be available for examination by any Director.
  • The Committee shall have the authority to investigate any human resource activity of Iron Bridge and may request any employee to cooperate.
  • The Committee may retain, and set and pay the compensation for, persons having special expertise and/or obtain independent professional advice to assist in fulfilling its duties and responsibilities at the expense of Iron Bridge.