Canadian Natural Resources(CNQ)2025-03-26 21:09Board Composition and Governance - The Corporation's Board of Directors consists of 12 nominees, with 10 (83%) being independent directors[305]. - The attendance rate for all Board and Board committee meetings in 2024 was 99%[312]. - The Audit Committee is composed entirely of independent members, with two members qualifying as "audit committee financial experts" under SEC rules[317]. - The Corporation's governance practices comply with National Instrument 58-101 and NYSE Listing Standards applicable to foreign private issuers[302]. - The Lead Independent Director ensures the Board functions independently of management and chairs meetings of independent directors[309]. - The Board monitors the effectiveness of policy and decision-making to enhance long-term shareholder value[315]. - The Board has established a mandatory retirement policy for directors, with any director reaching the age of 78 not eligible for re-election[339]. - Over the past ten years, the Board has seen a renewal with four independent and three management directors retiring, and four independent and two management directors joining[340]. - The Corporation's Code of Integrity, Business Ethics and Conduct applies to all directors, officers, and employees, ensuring ethical business conduct[342]. - The Board has set a target for a minimum of 40% of independent directors to be women, currently achieving 40% representation among independent director nominees[351]. - The Corporation's Board composition includes four women, which is 40% of independent director nominees and 33.3% overall[351]. - The Corporation has not required or filed any material change reports related to the conduct of directors or executive officers in the most recent financial year[348]. - The Board consists of a majority of Independent Directors, ensuring independent judgment in decision-making[366]. - The Board's size is determined to be between three and fifteen members, allowing for effective governance[368]. Committees and Responsibilities - The Compensation Committee is responsible for reviewing and approving the Corporation's compensation philosophy and programs for executive officers and employees[319]. - The Corporation's Corporate Management Committee, consisting of 19 senior management members, shares responsibilities typically associated with a CEO position[313]. - The Nominating, Governance and Risk Committee conducts annual self-assessments to evaluate the effectiveness of the Board and its committees[326]. - The Nominating, Governance and Risk Committee reviews the adequacy of directors' compensation to reflect their responsibilities and time commitments[329]. - The Nominating, Governance and Risk Committee is responsible for identifying and recommending director nominations, ensuring a diverse and qualified Board[359]. - The Board has established five standing committees, including the Audit Committee and Compensation Committee, which are comprised entirely of Independent Directors[384]. - The Nominating, Governance and Risk Committee will conduct an annual self-assessment of the Board's performance and the performance of each committee[387]. Diversity and Inclusion - The Corporation's Diversity and Inclusion Policy aims to enhance diversity in Board composition and throughout the organization[351]. - The Board is committed to maintaining and enhancing diversity and is actively seeking opportunities to increase diversity as vacancies arise[351]. - Women represent 19% of the Corporation's overall leadership and 16% of the senior management team, with 22% of manager positions held by women[352]. - The Corporation encourages the advancement of women within the organization and aims for a diverse management team[395]. - The Corporation has adopted a Diversity and Inclusion Policy Statement to promote an inclusive work environment[351]. Risk Management and Compliance - The Corporation's management is committed to implementing effective enterprise risk management programs to monitor and control significant risks[334]. - The Corporation's health and safety programs are designed to ensure compliance with regulatory requirements and monitor performance against key performance indicators[325]. - The Corporation maintains a process to ensure no preferential disclosure occurs during Shareholder engagement activities[400]. Executive Compensation and Share Ownership - The Corporation's compensation philosophy aims to attract and retain key executives while linking compensation to business objectives and long-term shareholder interests[324]. - Directors are required to acquire and hold Common Shares equal to a minimum aggregate market value of three times the annual retainer fee within five years of their appointment[391]. - The Corporation's share ownership guidelines for officers must be achieved within three years of appointment, with the Executive Chair and President required to hold shares valued at four times their base salary[392]. - The Corporation's Executive Compensation Recovery Policy applies to incentive-based compensation received on or after November 1, 2023, in the event of a financial restatement[410]. - The Company will recover excess equity compensation from Executive Officers if a Restatement is required due to noncompliance with financial reporting requirements[415]. - Under Section 304 of the Sarbanes-Oxley Act, certain executives must reimburse the Company for incentive-based compensation received during the 12-month period following the issuance of a financial document[423]. Stock Option Plan - The Stock Option Plan aims to secure benefits of share ownership for directors, management, and employees, thereby aiding in retention and encouraging exceptional ability[424]. - The exercise price for Options shall not be lower than the closing market price on the last trading day preceding the date of grant[429]. - Options granted will become exercisable at times specified in the Stock Option Certificate, with potential for acceleration or postponement based on Board determinations[435]. - The Option Period for granted Options shall not exceed six years from the date of grant[434]. - The Company will not indemnify or provide insurance for repayments of incentive-based compensation as per the Policy[419]. - Recovery of incentive-based compensation does not preclude recovery under other statutory repayment requirements[420]. - The Board has the authority to amend the Policy and communicate changes to all applicable persons[418]. - The Company will recover proceeds from the sale of Underlying Shares related to excess portions of equity awards if those shares have been sold by the Executive Officer[422]. - The aggregate number of Shares reserved for issuance under the Plan is equal to 7% of the total number of issued and outstanding Shares, calculated on a non-diluted basis[449]. - If any Option or other security granted under this Plan expires or terminates without being exercised, any unpurchased Shares will be available for granting Options under this Plan[449]. - UK Approved Options cannot be granted if it would cause the aggregate Market Value of Shares acquired by that person to exceed certain limits[439]. - The exercise price per Share for UK Approved Options shall not be less than the Market Value of a Share on the date of grant[439]. - In the event of a Change of Control, all Options shall vest and become exercisable immediately prior to the Change of Control[451]. - The Corporation must notify each Optionee of a bona fide Offer for Shares, allowing them to exercise their Options to tender Shares[442]. - The Corporation is obligated to issue Shares or make Cash Payments only upon receiving necessary approvals from regulatory authorities[456]. - The Plan is subject to the approval of the Exchange and, if required, the shareholders of the Corporation[455]. - Any amendment to the Plan that increases the number of Common Shares issuable or reduces the exercise price of an outstanding Option requires shareholder approval[459]. - The Corporation shall maintain a register to record all benefits, rights, and options accruing to Participants under the Plan[454]. - The Corporation has granted Options to Participants, with specific classifications for UK Approved Options[460]. - No additional terms may be imposed on UK Approved Options without the approval of the Board of Inland Revenue[462]. - The Corporation does not guarantee the future market value of Shares issued under the Plan[463]. - The Plan is governed by the laws of the Province of Alberta, excluding any conflicting laws[464]. - The interpretation of terms in the Plan allows for singular and plural forms to be interchangeable[465]. - Any provision of the Plan that contravenes applicable laws will be amended to ensure compliance[466].