Calvalley Petroleum Inc.

Governance

• Board of Directors
  • Board of Directors’ Mandate
• Code of Business Conduct and Ethics
• Whistleblower Policy
• Committees
  • Reserves Committee
  • Audit Committee
  • Compensation Committee
  • Disclosure Committee
  • Corporate Governance Committee
• Position Descriptions
  • Chairman
  • Chief Executive Officer

Position Description for Chairman of the Board

Appointment

The Chairman of the Board (the “Chairman”) is appointed by the Board of Directors (the “Board”) of Calvalley Petroleum Inc. (the “Corporation”) at the first meeting of the Board following the annual meeting of shareholders.

Responsibilities

The Chairman shall:

1. In consultation with the management of the Corporation, determine the dates and locations of meetings of the Board and the shareholders.
2. Require the Board to meet at least four times annually and as many additional times as necessary for the Board to carry out its duties and responsibilities effectively.
3. Ensure that all business that is required to be brought before a meeting of shareholders is brought before a meeting of shareholders.
4. In consultation with the management of the Corporation, review the meeting agendas to ensure all required business is brought before the Board to enable the Board to carry out its duties and responsibilities.
5. Except as otherwise authorized by the by-laws of the Corporation, attend all meetings of the Board and the shareholders.
6. Ensure that the Board and the independent members of the Board have the opportunity to meet separately without management or non-independent directors, as the case may be, present at all meetings.
7. Provide leadership to enable the Board to act as an effective team in carrying out its duties and responsibilities.
8. Provide advice, counsel and mentorship to the fellow members of the Board.
9. Serve as the principal spokesperson of the Board to the shareholders and provide leadership to the Board.