||TSX Venture Exchange
||CIBC Mellon Trust
||Meyers Norris Penny LLP
||Alberta, British Columbia, Manitoba & Saskatchewan
The Board of Directors of Nordic Oil and Gas Ltd. believes that a clearly defined system of corporate governance is essential to the effective and efficient operation of the Corporation. The system of corporate governance should reflect the Corporation's particular circumstance, having always as its ultimate objective, the best long-term interests of the Corporation and the enhancement of value for all Shareholders.
Based on its review of corporate governance requirements, the Corporation believes that it complies with all corporate governance rules now applicable to it and intends to comply with any new or additional corporate governance standards that will be applicable to the Corporation in the future.
Independence of Board of Directors
The TSX Guidelines contain provisions respecting the independence of the boards of directors of companies. Under the TSX Guidelines, an "unrelated" director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the directors' ability to act with a view to the best interests of the Corporation, other than interests that arise as a result of shareholdings. The TSX Guidelines also make a distinction between inside directors (directors who are also members of management) and outside directors.
Three of the five Corporation's directors would be considered unrelated under the TSX Guidelines.
Charters and Guidelines
Nordic’s Corporate Governance & Compliance Program has been, and continues to remain, a priority for executives, senior management and the Company’s Board of Directors. All of our Directors and employees are required to comply with stringent standards for ethical and responsible business conduct.
• All of our board members are independent with the exception of the company's Chief Executive Officer and the Treasurer.
• Our Executive Compensation Committee is comprised solely of independent directors.
• Our independent auditors, Meyers Norris Penny LLP, report directly to the Audit Committee.
• We maintain a business code of ethics that is communicated to all directors and employees.
• In the case of director compensation, management makes a recommendation to the Compensation Committee, comprised of Barry Palka and Brahm Silverstone, and is based upon comparative data for a peer group of oil and gas issuers.
• The reserves committee is responsible for various matters relating to reserves of the Corporation that may be delegated to the Reserves Committee pursuant to National Instrument 51-101 (Standards of Disclosure for Oil and Gas Activities – NI 51-101).
We would encourage our stockholders to view the various charters and guidelines contained in this website.
• Mandate of the Board of Directors
• Code of Business Conduct and Ethics
• Audit Committee Charter
• Shareholders Rights Plan
Donald Benson, Chairman, President & CEO
Mr. Benson has been President of Nordic Management Ltd. since 1982, President and Director of Desoto Resources Ltd. since 1996 and Chairman and CEO of Western Warner Oils Ltd., since 1989.
Keith Peterson, Treasurer & Director
Mr. Peterson has been Secretary-Treasurer of Nordic Management Ltd. since 1989, and also serves as Treasurer and a Director on the Board of Western Warner Oils Ltd.
Don Bain, Corporate Secretary
Mr. Bain has been associated with Nordic since 2002, having acted as Director of Investor and Public Relations. He was appointed Corporate Secretary in August 2008.
Donald F. Benson, Accountant
Board of Directors
Donald Benson, Chairman
Keith Peterson, Director
Barry Palka, Director
Mr. Palka has been Secretary-Treasurer of Chayse Oils Inc. since 1998. From 1995 to 1998, he was Vice-President of Western Warner Oils Ltd.
Brahm Silverstone, Director
Mr. Silverstone is a Calgary-based geophysicist with nearly 30 years' experience in the oil and gas industry. He has worked for Amoco Petroleum Canada, BP Canada, and ConocoPhillips Canada and has spent close to 10 years as President of his own Exploration Consulting firm.