38 Responsibilities of reporting issuers and directors Board of directors Prior to the company filing its reports, the board of directors must: • periodically review the company’s procedures for the disclosure of information concerning oil and gas activities, including compliance with the rules and restrictions of this instrument; • periodically review the procedures in which information is provided to the qualified reserves evaluators or auditors, who prepare the Report of Independent Qualified Reserves Evaluator or Auditor; and • review the appointment of each independent qualified reserves evaluator or auditor. Reserves committee The responsibilities of the board of the directors can be delegated to a committee of the board. If a committee is delegated, the board must adhere to its recommendations concerning approving the content and filing of information. The majority of the members of the committee must be individuals who, in the last 12 months, have not: • been an officer, employee or affiliate of the reporting issuer, or a relative of someone who is/was; nor • owned 10 percent or more of the outstanding voting securities, or been a relative of someone who does/did. All members of the committee must be free of any business or other relation which could be considered to interfere with their independence. Requirements for disclosed reserves data When a document is filed with a securities regulatory authority, there are a number of requirements regarding estimates of reserves for future net revenue that must be adhered to. The estimates must be prepared or audited by a qualified reserves evaluator or auditor, in accordance with the Canadian Oil and Gas Evaluation (COGE) Handbook, and assume that the development of each property will occur despite future funding. In addition, the company disclosing the data must take into account the reasonable future abandonment and reclamation costs relating to the property in question. Aggregate future net revenue should be estimated considering deductions from future well abandonment costs and future tax expenses. Finally, any event or transaction reported in an annual financial statement must correspond with the same date or period in which it was first reflected in the company’s annual reserves data disclosure. Requirements applicable to all disclosure All disclosure requirements apply to all disclosures made by, or on behalf of, a company. Any disclosures regarding a statement filed with a securities regulatory authority must be consistent with the corresponding information in the statement. There may only be a departure from the original statement if a supplementary one was submitted afterwards.
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