Annual Report - 2001 - ARC Resources Ltd.

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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
In 1995, the Toronto Stock Exchange (the “TSE”) adopted a set of guidelines
(the “Guidelines”), which were revised in 1999, relating to corporate governance
matters. The Guidelines address such matters as the constitution and independence of
boards of directors, the functions to be performed by boards and their committees, and
the relationship among a corporation’s board, management and shareholders.
Set out below is a selection of the highlights of the Trust’s corporate
governance practices which have been established by the terms of the Trust Indenture,
Shareholder Agreement and Management Agreement and, as such, have been
approved by the Board of Directors of ARC Resources. The complete text of the Trust’s
corporate governance practices can be found in the management proxy circular.
MANDATE OF THE BOARD OF ARC RESOURCES
The Board of Directors of ARC Resources has a mandate to supervise the
management of the business and affairs of the Trust and ARC Resources and to act with
a view to the best interests of the Trust and ARC Resources. Although the Manager
provides certain advisory and management services to ARC Resources pursuant to the
Management Agreement, the Board of Directors of ARC Resources supervises the
management of the business and affairs of ARC Resources.
The Board of Directors' mandate includes: (a) the responsibility for managing
its own affairs; (b) monitoring of management of the Trust; (c) reviewing strategic
operating, capital and financial plans; (d) monitoring of activities of the Trust; and (e)
compliance reporting and corporate communications.
In particular, significant operational decisions and all decisions relating to:
(i) the acquisition and disposition of properties for a purchase price or proceeds in
excess of $10 million; (ii) the approval of capital expenditure budgets; and (iii)
establishment of credit facilities are made by the Board of Directors of ARC Resources.
ARC ENERGY TRUST AR 2001