ARX: 11.38 About ARC News and Features Investors Operations ESG Careers Contact HOME ABOUT ARC BOARD OF DIRECTORS INDEPENDENCE In accordance with best practices, the majority of ARC’s board of directors, a total of nine individuals, are independent and unrelated. The exception to this is Terry Anderson, President and Chief Executive Officer and Marty Proctor, Board Vice-Chair within the meaning of the current TSX and the proposed OSC guidelines. The Board Chair 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. DIRECTOR INDEPENDENCE POLICY An Independent Majority of 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 judgment. Notwithstanding the above, a director will not be independent if: 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; 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; 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; 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; 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; The individual 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. Has a relationship with the issuer pursuant to which the individual may accept, 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 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 The period commencing on March 30, 2004 and ending immediately prior to the determination required above; and The three-year period ending immediately prior to the determination required above. 1200, 308 - 4th Ave S.W. Calgary, Alberta T2P 0H7 Local: 403-503-8600 Toll Free: 888-272-4900 Fax: 403-509-6427 24-Hour Emergency Line: 403-292-0434 (for emergency purposes outside of regular business hours) Whistleblower Hotline Join Our Newsletter SIGN UP NOW Privacy Policy Legal Disclaimer