The board reviews and approves the independence of each director at least once a year and prior to the appointment of each new director.
Our categorical standards (PDF 0.1MB) set out the requirements
for determining independence of directors and members
of the Audit Committee, and meet or exceed the requirements set out in:
- National Policy 58-201—Corporate Governance Guidelines;
- NI 52‑110—Audit committees;
- NI 51-101—Standards of Disclosure for Oil and Gas Activities;
- SEC rules and regulations;
- Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley); and
- NYSE rules.
At least two-thirds of our board must be independent.
Twelve of the 13 directors nominated for election are independent under our categorical standards for director independence, which were adopted in 2003 and most recently amended on October 26, 2011.
Mr. Reinhart is not independent as he is Nexen’s interim President and CEO.