Our Board of Directors oversees the management of Cenovus’s business, to ensure long-term success, with a view to maximize shareholder value and ensure corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal control.
The Board and its committees monitor Canadian and U.S. regulatory developments affecting corporate governance, accountability and transparency of public corporation disclosure to ensure compliance with the law and in the interest of shareholders.
The Board of Directors adopted a Board Diversity Policy on February 10, 2015. In accordance with the Nominating and Corporate Governance (NCG) Committee mandate and the Board Diversity Policy, the NCG Committee is responsible for identifying individuals qualified to become Board members and recommending to the Board proposed nominees for election or appointment. The NCG Committee seeks new nominees who have a sufficient range of skills, expertise, experience and independence to ensure our Board can carry out its mandate and function effectively, while considering the composition of the current Board.
The Board of Directors regularly evaluates its own effectiveness, as well as that of its committees and members. As part of this process, the Chair of the NCG Committee meets periodically with each Director. To assist the Chair’s review, each Director completes an anonymous effectiveness questionnaire as well as periodic self and peer evaluations.
The selection of Board members is critical for successful oversight of Cenovus. The Nominating and Corporate Governance (NCG) Committee assists the Board in carrying out its responsibilities by reviewing corporate governance and nomination issues and making recommendations to the Board as appropriate. All of the NCG Committee members are independent.
A responsibility of the NGC Committee, is to identify individuals qualified to become Board members and recommend nominees/appointees to the Board.
In accordance with the Board Diversity Policy, the NCG Committee reviews and assesses Board composition to ensure the Board has a sufficient range of skills, expertise and experience to allow the Board to carry out its mandate. The NCG Committee receives and evaluates suggestions for candidates from individual Board members, the President & Chief Executive Officer and from professional search organizations.
The NCG Committee embarked upon an active program to consider potential directors candidates to further progress Board renewal at Cenovus.
Ensuring that Board members understand Cenovus, the industry and the regulatory environment is critical to ensuring that Board members are effective in their role as stewards of Cenovus.
The Nominating and Corporate Governance (NCG) Committee is responsible for implementation of procedures to orient and educate new Board members concerning their role and responsibilities and for the continued development of existing Board members.
The formal program for Board members includes a series of interviews and orientation sessions with senior management and field tours of major producing properties and areas of operation. Board members are also provided with an informational package which includes Cenovus's strategic planning materials, a directors' information handbook, recently issued disclosure materials and independent third-party peer comparison information.
New Board members are encouraged to conduct their own due diligence through independent meetings with the Chair of the Board, Chief Executive Officer or any other Board members.
Cenovus provides continuing education opportunities for all Board members so they can enhance their skills and have a current understanding of Cenovus's business environment.
Board members also have the opportunity to attend external programs to assist in their development as a Cenovus Board member. All such external programs are approved by the Board Chair.
Cenovus's Board of Directors has five standing committees to examine and make recommendations on a variety of specific issues.
The Board of Directors has approved the mandate for each committee, outlining the responsibilities of the committee and what it has authority to decide. Mandates are regularly reviewed and updated by the Board.
The Board of Directors appoint Board members to each respective committee, including a committee Chair. Board members selected for a specific committee typically have significant expertise and experience relevant to that committee.
Cenovus Board committees
- Audit Committee
- Human Resources and Compensation Committee
- Nominating and Corporate Governance Committee
- Reserves Committee
- Safety, Environment and Responsibility Committee