A director is considered independent if the board determines that the director does not have any direct or indirect material relationship with Nexen. A material relationship is a relationship which could, in the view of Nexen’s board, be reasonably expected to interfere with the exercise of a member’s independent judgement.

Read the Categorical Standards  for factors used in determining director independence.

The board reviews director independence at least annually. At all times, at least two-thirds of Nexen’s directors must be independent, pursuant to the Categorical Standards. Directors who do not meet these standards for independence also make valuable contributions to the board and to Nexen with their knowledge and experience.

These Categorical Standards meet or exceed the requirements set out in U.S. Securities and Exchange Commission rules and regulations, the Sarbanes-Oxley Act of 2002, the New York Stock Exchange (NYSE) rules, National Policy 58-201 - Corporate Governance Guidelines, Multilateral Instrument 52-110 - Audit Committees and the applicable provisions of National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities, as may be in force at the time.