Board Composition and Committees
Chairman of the Board and President and Chief Executive Officer Positions
The Board has determined that Ovintiv is best served by separating the positions of chairman of the board and president and chief executive officer. The chairman of the board shall be an independent member of the Board and appointed by the other members of the Board.
Ovintiv’s governing documents provide that the Board shall consist of a minimum of eight and a maximum of 17 directors. The NCG Committee, with the assistance of an external search consultant if necessary, identifies and recommends to the Board the proposed nominees for appointment or election at each annual meeting of shareholders consistent with criteria approved by the Board.
The Board does not have a mandatory retirement age, nor does it have formal director term limits. Board renewal is managed through regular Board assessments and evaluations.
Limitation on Other Boards
The Board does not expressly limit the number of other public company boards upon which its directors may serve. The time commitment and expectations of its Board members are, however, carefully discussed with each candidate by the NCG Committee prior to such individual agreeing to be nominated as a director and on an ongoing basis thereafter, where required. The Board does not have a formal policy on interconnecting directorships but considers it to be good governance to avoid interlocking relationships, if possible.
Committees of the Board
The Board has five standing committees to assist it in allocating and carrying out its responsibilities: Audit, Nominating and Corporate Governance, Human Resources and Compensation, Reserves and Corporate Responsibility, Environment, Health and Safety, each of which must report to the Board.
Each of the standing committees must have its own mandate, which sets forth the responsibilities and procedures of the committee and must operate in accordance with applicable laws and the applicable rules of each stock exchange on which securities of the Corporation are listed for trading.
The Board may also establish special ad hoc committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and as the Board sees fit.
Notwithstanding the delegation of responsibilities to the Board committees, the Board is ultimately responsible for matters assigned to the committees for determination. Except as may be explicitly provided for in the mandate of the committee or a resolution of the Board, the role of the Board committee is to review and make recommendations to the Board with respect to the approval of matters considered by such committee.