Canacol maintains a well-defined governance structure, wherein its directors are appointed by the Company's shareholders. The Board of Canacol is divided into five distinct committees, each dedicated to overseeing specific business functions. These committees include the Audit, Corporate Governance and Nominating, ESG (Environmental, Social, Governance), Reserves, and Compensation Committees. Collaborating alongside the Board is Canacol's Executive team, entrusted with the day-to-day operations of the business. This team is led by Canacol's CEO, the highest-ranking executive within the Company.
Canacol's Board is entrusted with the vital role of establishing the strategic direction, vision, and policies of the company. These encompass a wide range of areas, including compensation, risk management, ESG strategy and disclosure, operational performance, regulatory compliance, financial reporting, and reserves disclosure, among others.
In adherence to the plans sanctioned by the Board of Directors, Canacol's management is obligated to conduct business affairs with unwavering integrity and ethical principles. The paramount focus remains of safeguarding the interest of the Company and its shareholders, which takes precedence above all else.
For further information, please refer to the 2022 ESG Report.
Canacol's Board of Directors operates under a one-tier system, consisting of a fixed membership of eight individuals, currently comprising one executive director and seven non-executive directors. Notably, Canacol mandates that the Chairman of the Board must hold an independent status. Comprehensive biographical information about these directors can be accessed with the ‘About Us – Board of Directors” section on Canacol's website, as well as in the annual Notice of Meeting and Management Information Circular.
Every board member possesses extensive knowledge, expertise, and experience in the oil and gas sector, underlining their proficiency in the field. Shareholders play a crucial role in appointing the board members, who collectively steer the Company's business operations. Detailed insights into the policies and guiding principles governing Canacol's Board are accessible in the “About Us – Governance” section of the Canacol website, as well as the annual Notice of Meeting and Management Information Circular.
The selection of Board members is overseen by the Corporate Governance and Nominating Committee. Sustaining a diverse Board has consistently served as a fundamental pillar of Canacol's Board of Directors. This commitment has culminated in the assembly of a Board featuring individuals with varied qualifications, experiences, and professional expertise essential for Canacol's ongoing successful business operations across the spectrum of oil and gas, legal, accounting, financial, and operational domains. Furthermore, the Board's diversity extends to social aspects, encompassing diverse backgrounds, races, religions, beliefs, and cultures.
The Corporate Governance and Nominating Committee has established an objective of achieving 10-12% female representation on the Board of Directors, highlighting Canacol's dedication to fostering gender diversity within its leadership structure.
Canacol has fortified its business framework with an amplified focus on sustainability, manifesting through the establishment of a clearly defined structure and set of responsibilities. This is embodied by the creation of the ESG Committee, tasked with reinforcing, supporting, monitoring, and evaluating significant sustainability-related issues and impacts. Both the Audit and ESG Committees assume roles in overseeing sustainability aspects within the Company; the Audit Committee concentrates on cybersecurity and risk management, while the ESG Committee encompasses all other dimensions of sustainability, effectively ensuring a comprehensive approach to sustainability governance.
Canacol's Compensation Committee, operating through the Board, devises and enacts a compensation strategy for non-executive directors. The primary aims of this strategy are to attract and retain top-tier talent, ensuring remuneration aligns with the risks and responsibilities inherent in board and committee roles, and remains consistent with peer companies in the oil and gas sector. The Compensation Committee conducts an annual review of non-executive directors' compensation, considering industry peers, and suggests any necessary changes for the Board's evaluation and potential approval. Non-executive directors are eligible for participation in the Omnibus Plan and other long term compensation schemes, including the option to receive portions of their compensation in the form of DSU grants.
Canacol's executive compensation structure comprises base salary, short term incentives in the form of cash bonuses, and long-term incentives through RSUs and PSUs. These components collectively underpin the Company's long term growth strategy, with the explicit objectives of aligning executive compensation with shareholder interests, attracting, and retaining qualified management, fostering performance by tethering incentives to business objectives and financial outcomes, and incentivizing key executives' retention for effective leadership succession.
Canacol mandates that its executives and directors uphold an equity investment in the Company, aligning their interests with shareholders and mitigating undue risk-taking. The Board has instated a compulsory equity ownership policy for both executive officers and non-executive directors. Executive officers are required to attain and maintain Common Shares with a market value at least twice their base salary. Similarly, non-executive directors must acquire and retain Common Shares with a value of at least two times their base annual retainer. The valuation of owned Common Shares is determined based on the trading prices of the shares on the TSX. For non-executive directors, this calculation incorporates the market value of DSUs and RSUs, while for executive officers, it includes the market value of RSUs and half of the market value of PSUs. If the market value of owned Common Shares falls below the original purchase price, the latter may be used to calculate ownership. A period of four years from the policy's initiation on May 1, 2021, or from their appointment date, grants executive officers and non-executive directors time to attain the require Common Share value.
The Corporate Governance and Nominating Committee, alongside the Chairman of the Board, bears the responsibility of assessing the effectiveness of the Board, individual directors, and committees to pinpoint opportunities for improvement. As part of this process, every Board member is obligated to partake in an annual interview with either the Chairman of the Board or the Chairman of the Corporate Governance and Nominating Committee. These interviews encompass discussions regarding the Board's performance, committee activities, and the contributions of their members. Additionally, an external consultant is enlisted to conduct an independent formal evaluation, with the latest assessment conducted in May 2023.
The Board remains committed to ongoing enhancement and will undertake evaluations to bolster its performance. To this end, the Board will formulate criteria for both Board and individual director performance and establish a structured self-evaluation protocol. This comprehensive approach aims to foster continuous improvement in both the overall functioning of the Board and the distinct contributions made by its directors.