Harvest Operations Corp. believes in maintaining good corporate governance practices and understands that our reputation for honesty and integrity is critical to the success of our business. To that end, we require that our board of directors, officers and employees exhibit the highest standards of professional and ethical conduct. Harvest complies with corporate governance guidelines established by the Canadian Securities Administrators under National Instrument 58-101, details of which are included in our Annual Information Form filed on SEDAR, EDGAR, and SGX and posted on the Harvest website. It should be noted that Harvest does not have an internal auditor. Aside from this difference, Harvest’s current corporate governance practices do not materially differ from those outlined by the U.S. Securities & Exchange Commission (“SEC”) or the New York Stock Exchange (“NYSE”). Although we currently fully comply with the existing corporate governance guidelines for Canadian issuers, we remain committed to further enhancing our corporate governance practices as needed. This includes ensuring that the responsibilities outlined in the mandates for the Board and its committees will meet or exceed changes to corporate governance guidelines which may occur in the future. Harvest has a whistleblower policy which allows members of the organization to anonymously report known violations of the code of ethics.Every employee at Harvest must read and sign our Corporate Code of Business Conduct and Ethics. This Code is a statement of principles to which Harvest is committed and which is designed to direct all employees, officers and directors of Harvest in determining ethical business conduct. It also reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply.
The Board of Directors of Harvest has taken overall responsibility for the stewardship of the corporate planning process, risk management policies and programs, management development and succession planning, significant business development (including large acquisitions and major financing proposals such as the issuance of securities or debt structuring) and the integrity of internal control and information systems.
Three specific Board committees have been established to ensure maximum efficiency and effectiveness: the Audit Committee, the Corporate Governance and Compensation Committee, and the Upstream Reserves, Safety and Environment Committee. Each committee includes directors who possess the relevant skills and knowledge needed to execute the committee’s mandate.
The Audit Committee is a committee of the board of directors ("the Board") of Harvest Operations Corp. ("HOC") to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and recommending, for approval of the Board, the audited year-end financial statements, interim financial statements and other mandatory disclosure releases containing financial information. Audit Committee members are Randall Henderson (Chair), Allan Buchignani and Richard Kines. Each member is "financially literate" as defined under Multilateral Instrument 52-110 for Canadian reporting guidelines.
The primary objectives of the Committee are as follows:
The Compensation/Corporate Governance Committee is comprised of Randall Henderson, Haeje Seong and Keonmug Lim, Chairman. Harvest recognizes the importance of sound corporate governance and our corporate structure and governance principles have been designed to ensure that stakeholders interests are addressed while maintaining structural simplicity, transparency, and aligned interests. We are committed to conducting all of our affairs based on a foundation of trust, integrity and ethical behavior. As stewards of the Corporation, the Board of Directors and senior executive team are capable and empowered to ensure that the interests of all stakeholders are appropriately balanced with the strategies and principles of the Corporation. The purpose of the Compensation / Corporate Governance committee includes:
The Upstream Reserves, Safety and Environment Committee is comprised of Allan Buchignani (Chair), Richard Kines and Byungjin Kim. The purpose of this Committee includes:
Mr. Lim was appointed as Chairman of Harvest in August, 2021.
Mr. Lim has M.Sc. degrees in Mineral and Petroleum Engineering Department from Seoul National University in Korea. He joined KNOC in 1992 and has worked mainly in exploration and production of oil and gas projects. Mr. Lim was Managing Director of KNOC Kazachstan office from 2016 to 2018 and SVP of E&P-Overseas Business Dept. II from 2019 to 2021, KNOC
Mr. Buchignani is an accomplished executive with extensive experience in operations, strategic planning, P&L management and team building. Currently, he acts as a consultant utilizing his leadership and business experience to advise management teams. From 2001 to 2009, Allan held senior positions with ENMAX Corporation and ENMAX Power Corporation. He has been a member of the STARS, Stoker Resources Ltd. and Furry Creek Power Ltd. boards. He holds a Bachelor of Science degree in Mechanical Engineering from Washington State University and is a Registered Professional Engineer. In addition, he has completed the Institute of Corporate Directors Designation and the Institute of Corporate Directors Financial Literacy Program.
Mr. Cheolwoong Choi was appointed Chief Financial Officer and Director of Harvest in May 2018. Mr. Choi joined KNOC in 1996 working in various positions in the Finance and Accounting Departments. Mr. Choi was previously a Director of Dana Petroleum (UK based subsidiary of KNOC) from November 2014 to May 2018 and served previously as a Director of Harvest from November 2014 to April 2016. Mr. Choi graduated from Chung-Ang University with a Bachelor of Business Administration.
Mr. Henderson is a senior finance executive and corporate director who consults to the Board of Directors and executive management teams of both publicly -traded and private entities. He is President of Henderson Corporate Financial Consulting Inc. and a director and chairman of the audit committees of Cortex Business Solutions Inc. since 2001 and PGNX Capital Corp. from 2008 to 2014. Since 2001, Mr. Henderson has served in either a full-time or consulting capacity as the Chief Financial Officer of several significant public and private entities. In 2003, he was nominated for Canada's CFO of the Year Award. He is a member of the Canadian Institute of Chartered Accountants (CICA) and is an executive leadership program alumnus of the Stanford Business School of Stanford University. In 2008, he was awarded the Corporate Finance (CF) designation by the CICA. In 2009, he successfully completed the Directors Education Program offered by the Institute of Corporate Directors of Canada and was awarded its designation of ICD.D.
Mr. Seong, Senior Vice President of Finance and Accounting Department of KNOC, joined the company in 1992 and has built 30-year career in the fields of accounting, tax and internal audit, mainly with senior roles, such as Controller, General Manager of tax team.
He majored in Business Administration and Accounting in Chungnam National University. having a bachelor’s degree.
Mr. Nam is currently SVP of E&P-Overseas Business Dept. II, KNOC. He worked for Harvest as President & Chief Executive Officer and Director from May 2020 to Aug 2021. Mr. Nam first joined KNOC in 1992, and most recently was President & CEO at Ankor Energy, LLC, a subsidiary of KNOC in US. Mr. Nam holds a Bachelor of Science degree in Geology from Kyungpook National University.
Mr. Kines is a senior financial executive with over 35 years of business experience in the upstream and downstream sectors of the oil and gas industry, the oil and gas services industry, merchant banking and public accounting service sector in domestic and internal arenas. Over the past 25 years he has served as a Vice President of Finance and / or Chief Financial Officer with public and private companies. Mr. Kines is a graduate of the Institute of Corporate Directors, a Chartered Accountant and holds a Bachelor of Commerce degree from the University of Saskatchewan.