ENERFLEX SYSTEMS LTD. ANNUAL INFORMATION FORM For the ...

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ENERFLEX SYSTEMS LTD. – ANNUAL INFORMATION FORM Code of Business Conduct 37. The Company’s Code of Business Conduct (“the Code”) establishes procedures for the confidential, anonymous submission by employees of the Company regarding breaches of the code. Oversight and approval of the Code are the direct responsibility of the Corporate Governance Committee, however all submissions made regarding questionable accounting, auditing, financial reporting, internal controls, or any other matter that may have a material impact on the reported financial results of the Company are reported to the Audit Committee. 38. The Committee shall establish and monitor procedures for the receipt and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters and the anonymous submission by employees of concerns regarding questionable accounting or auditing matters and review periodically with Management these procedures and any significant complaints received. Oversight of Finance Matters 39. Appointments of the key financial executives involved in the financial reporting process of the Company, including the Chief Financial Officer, shall require the prior review of the Committee. 40. The Committee shall receive and review: a) material policies and practices of the Company respecting cash management and material financing strategies or policies or proposed financing arrangements and objectives of the Company; and b) material tax policies and tax planning initiatives, tax payments and reporting and any pending tax audits or assessments. 41. The Committee shall meet periodically with Management to review and discuss the Company’s major financial risk exposures and the policy steps Management has taken to monitor and control such exposures, including the use of financial derivatives and hedging activities. 42. The Committee shall review and make recommendations to the Board concerning the financial structure and condition of the Company and its subsidiaries, including with respect to long-term financial plans, corporate borrowings, investments, long-term commitments and the issuance and/or repurchase of stock. 43. The Committee shall meet with Management to review the process and systems in place for ensuring the reliability of public disclosure documents that contain audited and unaudited financial information and their effectiveness. Committee Reporting 44. As required by applicable laws or regulations or stock exchange requirements, the Committee shall review and approve the information required to be reported to shareholders and others in its Annual Information Form, and for such purposes, each member of the Committee shall provide information respecting that members’ education and experience that relate to his or her responsibilities as a Committee member. Other Responsibilities 45. The Committee shall review and make recommendations to the Board concerning the Company’s internal authorization matrix. 46. The Committee shall review and make recommendations to the Board concerning the Company’s corporate disclosure policy. 47. The Committee shall assess the directors and officers insurance policy of the Company and make recommendations for its renewal or amendment or the replacement of the insurer. 48. Subject to applicable law and the articles and by-laws of the Company, the Committee is responsible for administering all policies and practices of the Company with respect to the indemnification of directors by the Company and for approving all payments made pursuant to such policies and practices. PAGE 28
ENERFLEX SYSTEMS LTD. – ANNUAL INFORMATION FORM 49. Officers’ Expenses – The Committee shall review policies and procedures with respect to the Chair of the Board and the President and Chief Executive Officer’s expense accounts and perquisites, including their use of corporate assets. Periodically, and at least annually, the Committee shall review a summary of major expenses incurred by the Chair of the Board, and the President and Chief Executive Officer and their direct executive reports. 50. The Committee shall review and/or approve any other matter specifically delegated to the Committee by the Board and undertake on behalf of the Board such other activities as may be necessary or desirable to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting. THE CHARTER The Committee shall review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. The performance of the Committee shall be evaluated with reference to this Charter annually. The Committee shall ensure that this Charter is disclosed on the Company’s website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements in the annual proxy circular or annual report of the Company. End of Appendix “A” PAGE 29
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ENERFLEX SYSTEMS LTD. ANNUAL INFORMATION FORM For the ...

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