Board of Directors
All of Journey’s directors, other than Mr. Alex Verge, Mr. Andrew Harper and Mr. Ruilin Zhang, are independent. The Board has determined that Mr. Stephen Mulherin, Mr. Wieland Wettstein, Mr. Dana Laustsen and Mr. Howard Crone are independent within the meaning set out in NI 58-101.
The Board has determined that Mr. Verge is not independent as he is the President and CEO of the Company. Mr. Harper and Mr. Zhang are not independent as MIE is a significant shareholder of the Company. Although Mr. Verge, Mr. Harper and Mr. Zhang are not independent, after considering, among other things, their equity ownership position and personal financial circumstances, the Board is of the view that the Board functions independently of management and MIE, and that the Board is organized properly, functions effectively and meets its obligations and responsibilities, including those matters set forth in the mandate of the Board.
The Company’s independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, in accordance with the mandate of the Board, at the end of or during each Board meeting, the members of the Company’s management and the non-independent directors who are present at such meeting, including Mr. Verge, Mr. Harper and Mr. Zhang, leave the meeting in order that the independent directors can discuss any necessary matters without management and non-independent directors being present
The Board has appointed Mr. Mulherin as the Chairman of the Board. Mr. Mulherin is an unrelated and independent director and, in his role as Chairman, acts in a leadership role facilitating and ensuring the functioning of the Board independently of management, bringing to the attention of the Board and the CEO any issues of independence and conflict, providing leadership to the Board as required and as a contact point for the other independent directors.
The Board, either directly or through its committees, is responsible for the supervision of management of the Company’s business and affairs with the objective of enhancing Shareholder value.
The Board has three committees, the Audit Committee (Mr. Wieland Wettstein, Chair), Governance & Compensation Committee (Mr. Stephen Mulherin, Chair), and the Reserves Committee (Mr. Dana Laustsen, Chair). The Board has accepted overall responsibility for health, safety and environment and no separate committees have been established to deal with these issues.
The Board has also adopted a whistleblower policy which provides employees with the ability to report, on a confidential and anonymous basis, any violations within Journey including (but not limited to), criminal conduct, falsification of financial records or unethical conduct. The Board believes that providing a forum for employees, officers and directors to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness foster a culture of ethical conduct.
This policy addresses the continuing commitment of Journey Energy Inc. (the “Corporation”) to integrity and ethical behavior. This policy establishes procedures, which allows employees of the Corporation to confidentially and anonymously submit any concerns regarding activity that may be considered ethically, morally or legally questionable to the Chair of the Audit Committee of the Board of Directors of the Corporation without fear of retaliation.
2. REPORTING OF QUESTIONABLE ACTIVITIES
Any employee of the Corporation who becomes aware of any business, accounting or reporting activity involving the Corporation that may be considered ethically, morally or legally questionable is encouraged to report the activity to the Chair of the Audit Committee as soon as possible. The contact information for the Chair of the Audit Committee is as follows:
Chair of the Audit Committee
In addition, if you wish to report any potential whistleblower activities to the senior management of Journey, you can do so by contacting one of the following:
Alex Verge, President and Chief Executive Officer
Gerry Gilewicz, Chief Financial Officer
3. PROTECTION FOR WHISTLEBLOWERS
To the extent practical, the identity of any employee who makes reports pursuant to this policy shall not be revealed to persons in the employee’s department, division, or work location. The Corporation will make good faith efforts to protect the confidentiality of employees making reports; provided, however, the Corporation or its employees and agents shall be permitted to reveal the reporting employee’s identity and confidential information to the extent necessary to permit a thorough and effective investigation.
The Corporation shall not take adverse employment action against an employee in retaliation for:
- any reports of wrongdoing made in good faith; or
- providing information or causing information to be provided in an investigation conducted by any regulatory agency or authority, or person at the Corporation with supervisory or similar authority over the employee, regarding any conduct the employee in good faith believes constitutes a violation of applicable securities laws, any rule or regulation of any applicable securities commission or any provision of law relating to fraud against the Corporation’s shareholders; or
- participating in an investigation, hearing court proceeding or other administrative inquiry in connection with a report of wrongdoing.
Any employee that has made a report to the Chair of the Audit Committee in accordance with this policy and has been subject, as a result, to retaliation from the Corporation or any of its officers or employees should report the retaliation to the Chair of the Audit Committee as soon as possible.
This policy is intended to encourage reporting of wrongdoing by the Corporation’s employees and presumes that employees will act in good faith and will not make false accusations. An employee who knowingly or recklessly makes statements or disclosures that are not in good faith may be subject to discipline, which may include termination. Employees who report acts of wrongdoing pursuant to this policy can, and will continue to be held to the Corporation’s general job performance standards. Therefore, an employee against whom legitimate adverse employment actions have been taken or are proposed to be taken for reasons other than prohibited retaliatory actions, such as poor job performance or misconduct by the employee, is prohibited from using this policy as a defense against the Corporation’s lawful actions.