Governance Guidelines

In-Camera Sessions

The Board will regularly meet without management present at regularly scheduled Board and committee meetings.

Code of Conduct

The Board has implemented a comprehensive Business Code of Conduct as well as other corporate governance policies which are applicable to all employees, contractors and directors of Ovintiv and they are required to acknowledge their adherence to such policies, including the Code of Conduct. The Board is responsible for monitoring compliance with the Code of Conduct.

Director Access to Management and Independent Advisors

The Corporation shall provide each director, including new Board members, with regular opportunities to interact with management to discuss key operational, financial and industry matters regarding the Corporation.

The Board and its committees have authority to retain independent financial, legal, compensation and other advisors as it considers appropriate to assist in the discharge of its duties.

Director Compensation

Director compensation will consist of an all-inclusive Board retainer and, for the chairman of the board, an increased proportion of equity-based compensation and corresponding annual cash compensation. Directors will not receive performance-based compensation, benefits or other perquisites from the Company. The president and chief executive officer does not receive any compensation from Ovintiv in his capacity as a director.

Director Orientation

The Nominating and Corporate Governance Committee is responsible for the orientation of new directors and continued education of the existing directors. Ovintiv must have a director orientation program which provides new directors with background information on the Company, the role and expectations of the Board and the Board committees, strategy, operations and assets, as well as annual and quarterly financial information. Directors will receive access to orientation material and information regarding the organization and its policies, guidelines and governance practices. Directors shall also participate in field tours of the Company’s operations in its core asset areas.

New directors are encouraged to meet independently with the chairman of the board, other directors and the president and chief executive officer to discuss matters regarding Ovintiv or its business.

Director Continuing Education

Members of the Board are encouraged to remain current regarding issues and/or governance matters which may impact the Company. Ovintiv supports continuing director education through paid subscriptions for Board members to leading national director education associations in the United States and Canada. Members of the Board are provided with the opportunity to participate in or attend appropriate programs, sessions, webinars or receive materials related to board governance and industry matters.

Management Evaluation and Succession

The Board will conduct an annual review of the performance and compensation of the president and chief executive officer, taking into account the recommendations of the Human Resources and Compensation (HRC) Committee as set forth in that committee’s mandate.

The Board will establish and review succession planning processes, in consultation with the HRC and the NCG Committees, the president and chief executive officer and other members of management, as it considers appropriate.

Annual Performance Evaluation of the Board

The NCG Committee will assess the effectiveness of the Board, its committees and individual directors on an annual basis and will report to the Board the results of such assessment.

On a regular basis, the Board will undergo a comprehensive review to determine whether it and its committees and individual directors are functioning effectively. The evaluation will be conducted by the chairman of the board through detailed effectiveness questionnaires and individual director interviews. Results of the formal evaluation process and individual director interviews will be combined by the chairman of the board and reported to the Board and the NCG Committee.