HEALTH, SAFETY & ENVIRONMENT
AND BUSINESS RISK
COMMITTEE CHARTER
DATE OF ISSUE: June 16, 2009
VERSION NO.: 1
North American Energy Partners Inc.
Health, Safety & Environment and Business
Risk Committee Charter
1. MANDATE & AUTHORITY
1.1. The Board of Directors (the Board) of North American Energy Partners Inc. (the Company) has established a Health, Safety & Environment and Business Risk Committee (the Committee) to assist the Board in meeting its oversight
responsibilities. The Committee’s primary responsibilities are to: Health, Safety & Environment
•••• monitor, evaluate, advise and make recommendations on matters relating to: •••• the impact of the operations of the Company on the workplace health and
safety of its employees and those of its subsidiaries and affiliates and the environment;
•••• the Company’s management of its health, safety and environmental risks, liabilities, policies, practices and procedures;
•••• due diligence in matters of health, safety and environment;
•••• the achievement of excellent corporate performance in health, safety and environment; and
•••• the application of Sustainable Development within the Company.
NOTE: for the purposes of this Charter, the term Sustainable Development means the integration of health, safety, environment, economics and social responsibility in corporate business practice.
Business Risk
•••• oversee all non-financial risks;
•••• approve risk management policies and monitor risk management performance; •••• review and approve tenders and contracts greater than $50 million in expected revenue and any other matter (other than human resource matters) included in the Delegation of Authority Guideline where approval is required at a level above that of the President & CEO; and
•••• review the risks and related risk mitigation plans within the Company’s strategic plan;
•••• review and monitor all insurance policies including directors and officers insurance coverage.
and compensate independent counsel and other advisors, as it determines necessary to carry out its duties. The Company will provide the resources and funding required by the Committee to carry out its duties.
1.3. The Committee will take reasonable steps to ensure that management establishes and maintains the controls, procedures and processes that comply with all
appropriate laws, regulations or policies of the Company. It is not the responsibility of the Committee to conduct investigations or to ensure compliance with laws or
regulations or Company policies. Management is responsible for establishing and maintaining the controls, procedures and processes over these matters and the Committee has the responsibility to ensure they exist.
1.4. The Committee will have unrestricted access to the Company’s personnel and documents and direct communication channels to any member of management as it deems appropriate.
2. MEMBERSHIP
2.1. The Committee will be composed of a minimum of three directors of the Company. Each member of the Committee will be appointed by the Board.
2.2. The Board will appoint one of the members as Chair of the Committee.
2.3. Members will serve a one-year term and may serve consecutive terms to ensure continuity of experience. The Board will appoint members annually to the Committee at the Board meeting that coincides with the annual shareholder meeting. Any member who ceases to be a director of the Company is automatically removed as a member of the Committee. Any member may resign from the Committee and the Board maintains the authority to remove the Chair or any member from the Committee.
2.4. The responsibilities of a member of the Committee are in addition to that member’s duties as a director.
2.5. The Board will provide orientation and continuing education opportunities for the members.
3. MEETINGS
3.1. Committee meetings will be conducted in a manner consistent with the Company By-laws, the Canada Business Corporations Act and this charter.
3.3. The Chair will determine the time, place and procedures for Committee meetings, subject to the requirements of this Charter.
3.4. The Committee will meet a minimum of two times per year and whenever required to address significant Health, Safety & Environmental issues and to approve larger tenders and contracts.
3.5. The Chair of the Committee will preside at and chair all meetings of the Committee. If the Chair is absent from a meeting, the remaining members of the Committee will appoint a member to act as Chair for that meeting.
3.6. A quorum for a meeting will be established if a majority of the members are present. Members of the Committee may participate in a meeting through any means which permits all parties to communicate adequately with each other. Any member not physically present but participating in the meeting through such means is deemed to be present at the meeting. A quorum, once established, is maintained even if
members of the Committee leave before the meeting concludes.
3.7. In the event of a tie vote on a resolution, the issue will be forwarded to the full board for a vote.
3.8. A resolution signed by all members of the Committee entitled to vote on that resolution is as valid as if it had been passed at a meeting of the Committee.
3.9. In-camera sessions may be held as deemed necessary with any advisor engaged by the Committee or the Committee by itself.
3.10. The Corporate Secretary or another person appointed by the Chair will act as secretary of the Committee meetings.
3.11. The Corporate Secretary will keep minutes of each meeting, which will record the decisions reached by the Committee.
3.12. The minutes will be distributed to Committee members with copies provided to (a) the Board; (b) the President & CEO; (c) the Vice President, Business Development & Estimating; (d) the Vice President, Operations and COO; and (e) the Vice President, Human Resources and Health, Safety & Environment.
3.13. The Corporate Secretary will file the Committee minutes and all meeting material with the corporate minute books.
4. RESPONSIBILITIES
4.1. General
4.1.1. The Committee will meet as set out in section 3 above.
4.1.2. The Committee will report to the Board on all matters in this charter as well as such matters as the Board may from time to time refer or delegate to the Committee.
4.1.3. The Committee will review and reassess the adequacy of the charter annually, submit such evaluation to the Board and recommend any proposed changes to the Board for approval.
4.1.4. The Committee members will annually conduct an assessment of the effectiveness of the Committee.
4.2. Health, Safety and Environment
4.2.1. The Committee will review and recommend to the Board revisions, if any, to the Company’s Health, Safety and Environment Policy annually;
4.2.2. The Committee will confirm that the Company has in place and maintains systems to effectively manage the material health, safety and environmental aspects of the business;
4.2.3. The Committee will confirm that the Company has in place systems to identify risks to health, safety and the environment from the Company’s operations and manage their consequential risks to the Company, its Directors, Officers and Employees;
4.2.4. The Committee will confirm, through internal and external audits, that
appropriate health, safety and environmental policies, standards, processes, programs, practices and procedures are in place, understood and being adhered to, for the purposes of enabling the Company to comply with applicable laws, regulations, recognized industry practice and permits;
4.2.5. The Committee will review the findings of all health, safety and environmental audits performed on the Company’s facilities and operations supervise and/or monitor the progress of actions taken or to be taken to remedy any deficiencies or outstanding issues identified therein with Corporate HS&E to report to the Committee on the progress and ensure the timely follow-up on any matters remaining unresolved;
4.2.7. The Committee will research, monitor and report to the Board trends and current and emerging public policy issues in matters of health, safety and environment as they may impact or require change of the Company’s operations;
4.2.8. The Committee will review the adequacy of the Company’s environmental and Workers’ Compensation Board insurance coverage at least annually
4.3. Establish and Monitor Risk Management Policies
4.3.1. The Committee will receive adequate presentations and other information to understand the significant business risks to which the Company is exposed. 4.3.2. The Committee will review with management and approve the Company’s
non-financial risk policies and the procedures developed and implemented to measure non-financial risk exposures and for identifying, evaluating and managing significant business risks.
4.3.3. The Committee will review the procedures developed and implemented to measure the Company’s risk exposures at least once a year to satisfy itself that they remain appropriate and prudent.
4.3.4. The Committee will approve delegation of risk limits to management and approve any transactions exceeding those delegated authorities.
4.4. Monitor Risk Management Performance
4.4.1. The Committee will regularly monitor the Company’s risk management performance and obtain reasonable assurance that the risk management policies for significant non-financial risks are being adhered to.
4.4.2. The Committee will review reports on management’s approach for
safeguarding corporate assets and information systems; business continuity plans, including work stoppage and disaster recovery; environmental risk management activities and results; and employee health and safety programs and results.
4.4.3. The Committee will review and approve the disclosure of risks in the documents sent to shareholders or filed with securities regulators. 4.5. Review the Risks within the Strategic Plan
4.5.2. The Committee will consider and provide advice to the Board, when
appropriate, on the risk impact of any strategic decision that the Board may be contemplating, including considering whether any strategic decision is within the ‘risk appetite’ established for the Company and its individual business units. 4.5.3. The Committee will review and approve the risk mitigation plans within the
corporate strategic plan.
4.6. Approve Tenders and Contracts and other Matters
4.6.1. The Committee will review and approve tender bids and contracts that are greater than $50 million in expected revenue.
4.6.2. The Committee will forward to the Board for ratification any tender bids or contracts that, in their view, required full Board approval taking into account the length of the contract, the total dollar amount and any other risk factors that would warrant such approval.
4.6.3. The Committee will review and approve any other matter in the Delegation of Authority Guideline (DOAG) which is above the approval limit of the President & CEO.
4.7. Review and Monitor Insurance Coverage
4.7.1. The Committee will review and monitor the Company’s loss prevention policies and review the adequacy of insurance coverage including corporate liability protection programs for directors and officers.
4.7.2. The Committee will review with management the annual insurance report including the Company’s risk retention philosophy and resulting uninsured exposure, if any.
Prepared By: Approved By: Date of Approval and Issue: /s/ Kevin Mather /s/ William Oehmig June 16, 2009
Kevin Mather Vice President, Supply
Chain & Estimating
