Governance

A key driver and component of our success is a strong foundation of corporate governance practices and policies that 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 governance best practices to ensure that Enerflex maintains its high governance standards, in compliance with evolving Canadian corporate governance requirements.

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.

常设委员会成员资格

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. Clickherefor the Position Description of the Chairman of the Board.

治理政策和实践

Refer to the Management Information Circular to be dated on or about March 2, 2021 for detailed discussions of Enerflex’s governance practices and standards, including:

• 不包括首席执行官的所有董事的独立性;
• The absence of interlocking board positions;
• The practice of holding in camera sessions at every board meeting without management present;
• Committee responsibilities and mandates;
• 董事的方向与持续教育课程;
• The Board annual assessment process and director skills matrix;
• 总监限制和继承规划;
• Director compensation;
• 执行赔偿和“薪酬”咨询表决;
• 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;
• 旨在管理和维持我们的道德商业行为文化的各种政策和做法，包括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 theMajority Voting Policyand the股东参与政策.