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EXECUTIVE SUMMARY |
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MATTERS TO BE ACTED UPON |
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CORPORATE GOVERNANCE |
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EXECUTIVE COMPENSATION |
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SCHEDULES |
BOARD PROCESS AND POLICIES
Director Nomination and Succession Planning
The Nominating and Governance Committee, which is composed entirely of independent directors, is responsible for identifying individuals qualified to become Board members and recommending to the Board the new director nominees for
appointment or election at the next annual meeting of shareholders. The Nominating and Governance Committee has written terms of reference that clearly establish the committees purpose, responsibilities, membership qualification, appointment
and removal, structure and operations, and manner of reporting to the Board.
In making its recommendations respecting the nomination of
a director, the Nominating and Governance Committee considers, among other factors, the competencies and skills the Board needs to possess as a whole (taking into account the corporate strategy), the competencies and skills that each existing
director possesses, the competencies and skills each new nominee will bring to the position and whether or not each new nominee contributes to the diversity in gender, age and ethnicity of the Board. The Nominating and Governance Committee also
considers whether or not each new nominee can devote sufficient time and resources to their duties as a Board member. This process is carried out in concert with our succession planning, described below.
With respect to Board succession, the Nominating and Governance Committee is responsible for reviewing on a periodic basis the composition of the
Board and recommending suitable candidates as nominees for election or appointment as directors. As part of this process, the Nominating and Governance Committee identifies the competencies and skills that are required for the Board in light of the
corporate strategy. The Nominating and Governance Committee then compares the required competencies and skills to those of each existing director in order to identify areas of need. The Nominating and Governance Committee periodically canvasses each
director about their plans for continuing to serve on the Board in order to identify and plan for director retirements.
During 2022,
the Nominating and Governance Committee worked with an independent search firm to identify qualified candidates. At the conclusion of this process Ms. Angela Lekatsas was unanimously recommended for appointment to the Board. The Board endorsed
this recommendation and Ms. Lekatsas was appointed to the Board in February 2023.
During 2023, in connection with the acquisition
of Ranger, the Company agreed that Ms. Cepak and Mr. Wohjan would be appointed as directors at closing and renominated at any election of directors occurring on or before December 31, 2024. In agreeing to these appointments, the
Company considered the qualifications of both Ms. Cepak and Mr. Wohjan, the fact that each had previously been independent directors of Ranger with familiarity with the business and assets of Ranger as well as experience with the upstream
oil and gas industry in the United States generally.
Orientation and Continuing Education
Upon joining the Board, a new director is provided with a directors information binder which includes a copy of the mandate of the Board and
each of its committees, the Terms of Reference for the Chair of the Board, the Chair of each Board committee and the CEO, our corporate policies and our by-laws. To accelerate each new directors
understanding of our business, we also arrange a series of meetings between the director and each of the Companys officers. At these meetings, the officer and members of their team provide a presentation regarding that officers areas of
responsibility and the director is provided the opportunity to ask questions.
Each of our directors is responsible for ensuring that
they maintain the skill and knowledge necessary to meet their obligations as a director. As part of their continuing education, our Board receives management presentations with respect to the operations and risks of our business, regulatory
requirements, new developments which may affect the oil and gas industry, corporate governance and market conditions. In addition, the individual directors continue to meet their continuing education needs through a variety of means, including
discussions with management and at Board and committee meetings and attendance at external courses, seminars and presentations.
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BAYTEX ENERGY / 2024 CIRCULAR |
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