Meeting Current TSX and Proposed OSC Requirements
ARC is in full compliance with governance best practices calling for the majority of directors to be independent and unrelated. ARC’s board is comprised of eight members, all of whom are "unrelated" and "independent" directors except for the Chief Executive Officer within the meaning of the current TSX and the proposed OSC guidelines. The Chairman of the Board is an independent director and is responsible for leading and managing the Board in discharging its responsibilities. This position is separate from the President and Chief Executive officer of Arc Resources Ltd.

An Independent Majority on the Board
ARC recognizes and acknowledges the importance of having a majority of unrelated and independent members on its Board of Directors. The Board has adopted the definitions for independence as set out in proposed multilateral policy 58-201 on Effective Corporate Governance and multilateral policy 52-110 relating to Audit Committees.

A member of the Board is considered to be independent if the member has no direct or indirect material relationship with the issuer. A material relationship is defined as a relationship which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgement. Notwithstanding the above, a director will not be independent if:

1. The individual is, or has been, an employee or executive officer of the issuer, unless the prescribed period has elapsed since the end of the service or employment;
2. The individual has an immediate family member who is, or has been, an executive officer of the issuer, unless the prescribed period has elapsed since the end of the service or employment;
3. The individual is, or has been, an affiliated entity of, a partner of, or employed by, a current or former internal or external auditor of the issuer, unless the prescribed period has elapsed since the person’s relationship with the internal or external auditor, or the auditing relationship, has ended;
4. The individual has an immediate family member who is, or has been, an affiliated entity of, a partner of, or employed in a professional capacity by, a current or former internal or external auditor of the issuer, unless the prescribed period has elapsed since the person’s relationship with the internal or external auditor, or the auditing relationship, has ended;
5. The individual is, or has been, or whose immediate family member is or has been, an executive officer of an entity if any of the issuer’s current executive officers serve on the entity’s compensation committee, unless the prescribed period has elapsed since the end of the service or employment;
6. The individual
   a) Has a relationship with the issuer pursuant to which the individual may acpet, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or
   b) Receives, or whose immediate family member receives, more than $75,000 per year in direct compensation with the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee, unless the prescribed period has elapsed since he or she ceased to receive more than $75,000 per year in such compensation.
7. The individual is an affiliated entity of the issuer or any of its subsidiary entities.
   The prescribed period to be used in the interpretation of the above is the shorter of
   i) The period commencing on March 30, 2004 and ending immediately prior to the determination required above; and
   ii) The three year period ending immediately prior to the determination required above.