Governance and Mandates

Good Governance Power Success

Our strong foundation of corporate governance practices and policies promote the transparency, accountability, and engagement exemplified by the Board. Management and the Board are committed to implementing and maintaining effective practices in corporate governance and regularly monitor regulatory developments and best practices to ensure Enerflex maintains its high governance standards, in compliance with evolving Canadian corporate governance requirements.

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Board Responsibilities

The Board is responsible for the supervision of management and the overall stewardship, risk management, strategic direction, and governance of Enerflex. Standing committees of the Board are an integral part of Enerflex’s governance structure. Three standing committees, comprised of independent directors, have been established with a view to allocating expertise and resources to particular areas and to enhance the quality of discussion at the Board meetings: the Nominating and Corporate Governance Committee (“NCG Committee”), the Human Resources and Compensation Committee (“HRC Committee”), and the Audit Committee. The committees facilitate the Board decision-making by providing recommendations to the Board on matters within their respective responsibilities.

Independent Chair of the Board

The Board annually appoints a non-executive independent director as its Chair to promote the Board’s independent oversight of Enerflex’s affairs and assist in holding management accountable for the Company’s activities. Among other things, the independent Chair ensures orderly, informed deliberation and decision-making, promotes Board solidarity and trust, acts as counsel for the CEO, promotes effective communication between the CEO and the Board, and guides the Board in carrying out its responsibilities.

Read the Position Description of the Chairman of the Board.

View Document

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Governance Policies and Practices

Refer to Enerflex’s current Management Information Circular for detailed discussions of Enerflex’s governance practices and standards, including:

The independence of all directors excluding the CEO;
The absence of interlocking board positions;
The practice of holding in camera sessions at every board meeting without management present;
Committee responsibilities and mandates;
The orientation and continuing education offerings for directors;
The Board annual assessment process and director skills matrix;
Director term limits and succession planning;
Director compensation;
Executive compensation and the “say on pay” advisory vote;

Stock ownership guidelines for directors and members of the EMT;
The prohibition on hedging for directors and the EMT;
Director and EMT diversity policy, practices, and targets;
Risk and strategic planning oversight;
Various policies and practices designed to govern and sustain our culture of ethical business conduct, including the Business Code of Conduct, the Respectful Workplace Policy, the Whistleblower Policy, the Anti-Bribery and Anti-Corruption Policy, and the Insider Trading Policy; and
Policies and practices designed to enhance shareholder rights, including the Majority Voting Policy and the Shareholder Engagement Policy.

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How We Reinforce Ethical Operations

Transparency and Accountability, Always.

Since our inception, we have held integrity as one of our core values. As we define it, integrity means being ethical. It means being trustworthy. And it means listening and communicating effectively. Our mandates, policies, bylaws, and codes of conduct are the embodiment of this integrity. They are public declarations of our corporate responsibilities and our commitment to doing the right thing in an ever-changing world.

We believe we can always do better. These policy documents are our promise to you that we will never stop trying.