The Board of Directors (the "Board") of ARC Resources Ltd. ("ARC") is responsible for the stewardship of ARC 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 ARC. In general terms, the Board will:
(a) in consultation with management of ARC, define the principal strategic objectives of ARC including short-term business plans and long-term strategic plans;
(b)monitor the management of the business and affairs of ARC with the goal of achieving such principal strategic objectives as defined by the Board;
(c) discharge the duties imposed on the Board by applicable laws; and
(d) 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 responsibilities:
- 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 ARC's business, which plans must:
- be designed to achieve ARC's principal strategic objectives; and
- identify the principal strategic and operational opportunities and risks of ARC's business;
- review progress towards the achievement of the goals established in the strategic, operating and capital plans.
- identify the principal risks of ARC'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 plans;
- approve limits on management's authority to conduct acquisitions and dispositions of assets, corporations and other entities, and undeveloped lands;
- approve the establishment of credit facilities;
- approve all public and private placement offering of securities of ARC or its subsidiaries for capital raising purposes; and; approve all issuer bids to acquire or redeem securities of ARC or its subsidiaries that are listed or quoted for trading on a stock exchange or quotation system.