Majority Voting Policy
This policy applies only to uncontested elections. An "uncontested election" means any election of directors where the election does not involve the circulation of proxy material required by applicable securities legislation in support of one or more nominees who are not part of the slate supported by the Board of Directors (the "Board") of Topaz Energy Corp. ("Topaz").
Forms of proxy for the vote at shareholders' meetings where directors are to be elected will enable shareholders to vote "for", or to "withhold" from voting, separately for each nominee. At the shareholders' meeting, the chair of the meeting will call for a vote by ballot on the election of directors. The scrutineers will record with respect to each nominee the number of votes cast "for" or "withheld" from a nominee, such numbers to be adjusted if required in accordance with the share provisions, by-laws, policies and procedures of Topaz.
In an uncontested election, any nominee for director who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election (a "majority withhold vote") shall tender his or her resignation for consideration by the Board to the Chair of the Governance, Compensation and Sustainability Committee promptly following certification of the shareholder vote, such resignation to be effective upon acceptance by the Board. If the Chair of the Governance, Compensation and Sustainability Committee received a majority withhold vote, then he or she shall tender his or her resignation to the Chair of Topaz.
The Governance, Compensation and Sustainability Committee will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it. In determining whether to recommend acceptance or rejection of the tendered resignation, the Governance, Compensation and Sustainability Committee will consider all factors it deems relevant including, without limitation:
(a) the reasons, if known, why shareholders "withheld" or were requested to "withhold" votes from the director. In particular, the Governance, Compensation and Sustainability Committee will consider if shareholders "withheld" or were requested to "withhold" votes from the director for reasons other than the qualifications or individual actions of the director;
(b) the director's length of service and qualifications;
(c) the director's share ownership;
(d) the director's contributions to Topaz;
(e) the current mix of skills and attributes of the directors on the Board;
(f) the impact with respect to covenants in agreements or plans, if any; and
(g) legal requirements, policies or guidelines (regulatory, securities or corporate laws, or stock exchange rules) for director numbers and qualifications.
The Board will consider the Governance, Compensation and Sustainability Committee's recommendation not later than 90 days following the date of the shareholders' meeting at which the election occurred. In deciding whether to accept or reject the tendered resignation, the Board will consider the factors considered by the Governance, Compensation and Sustainability Committee and any additional information and factors the Board believes to be relevant. Generally, it is expected that the Board will accept a resignation absent exceptional circumstances.
Promptly following the Board's decision, Topaz will disclose that decision, including an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation, in a press release and provide a copy of the press release to the Toronto Stock Exchange. If the Board decides to accept the director's resignation, the Governance, Compensation and Sustainability Committee will recommend to the Board whether to fill the resulting vacancy or to continue with the reduced size of the Board.
Any director who tenders his or her resignation pursuant to this Policy will not participate in the Governance, Compensation and Sustainability Committee recommendation or the Board consideration whether to accept or reject the tendered resignation. If a majority of the members of the Governance, Compensation and Sustainability Committee received a majority withhold vote at the same election, then the directors who did not receive a majority withhold vote will appoint a Board committee among themselves solely for the purpose of considering the tendered resignations and such special committee will recommend to the Board whether to accept or reject them within the 90 day period. If a sufficient number of directors have received a majority withhold vote and have tendered a resignation in accordance with this Policy, such that the Board would no longer have a quorum if all resignations were accepted, then such directors who have tendered a resignation in accordance with this Policy shall not vote in any meeting of the Board at which his or her resignation is considered. However, in that case, each such director present at a meeting of the Board may be counted for the purpose of determining whether the Board has quorum at the particular meeting. Except as set forth in this paragraph, a director who tenders his or her resignation pursuant to this Policy will continue to participate in all meetings of the Board and any applicable committees of the Board on which such director serves until such time, if applicable, as the Board decides to accept the director's tendered resignation.
In the event that any director who received a majority withhold vote does not tender his or her resignation in accordance with this Policy, he or she shall not be re-nominated by the Board and shall not be entitled to any benefits (financial or otherwise) of a director or past director of Topaz.
The Board and the Governance, Compensation and Sustainability Committee may adopt such procedures as it sees fit to assist in its determinations under this Policy.
This Policy will be summarized or included in each management proxy circular relating to an election of directors of Topaz.