| Number of Directors |
|
13 |
| Number of independent Directors |
|
12 |
| Independent Board Chair |
|
Yes |
| Independence annually reviewed against categorical standards |
|
Yes |
| Directors’ average age |
|
64 |
| Directors’ mandatory retirement age |
|
75 |
| Directors elected annually |
|
Yes |
| Director orientation and continuous education program |
|
Yes |
| New Directors in the last five years |
|
5 |
| Separate Chair and CEO |
|
Yes |
| Annual evaluation of Board, Committees, Board Chair, Committee Chairs and individual Directors |
|
Yes |
| Independent Audit Committee |
|
Yes |
| Independent Compensation Committee |
|
Yes |
| Independent Governance Committee |
|
Yes |
| Independent Finance Committee |
|
Yes |
| Independent HSE & SR Committee |
|
Yes |
| Independent Reserves Committee |
|
Yes |
| Regular rotation of Board and Committee Chairs |
|
Yes |
| Annually review and approve Board and Committee mandates |
|
Yes |
| Annually review and approve Board and Committee Chair position descriptions |
|
Yes |
| Annually review and approve Corporate Governance Policy |
|
Yes |
| Annually review and approve “How We Work: Our Integrity Guide” (Code of Ethics) |
|
Yes |
| Directors have regular sessions without Management |
|
Yes |
| Board meetings held in 2011 |
|
13 |
| Board and Committee meeting attendance for 2011 |
|
98% |
| Share ownership guidelines for Directors and Executives |
|
Yes |
| Modified majority vote standard for Director elections |
|
Yes |
| Say on Pay advisory vote |
|
Yes |
| Date of last annual general meeting |
|
April 25, 2012 |
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