NXT Energy Solutions

Committees of the Board of Directors

Corporate Governance Committee

The Corporate Governance Committee’s duties, as outlined in its charter, are to deal with the Corporation’s approach to corporate governance and the promotion of compliance with industry and regulatory standards. The Committee is responsible for overseeing and assessing the functioning of the NXT Board of Directors and the committees of the Board and for the development, recommendation to the Board, implementation and assessment of effective corporate governance principles and guidelines. The Committee’s responsibilities also include identifying candidates for director and recommending that the Board select qualified director candidates for election at the next annual meeting of shareholders.

Audit Committee

The primary roles of the Audit Committee, as outlined in its Charter, include:

  • To oversee the work of NXT’s independent external Auditors in preparing and issuing the Auditor’s report on NXT’s annual consolidated financial statements or performing other audit, review or attest services for the Company, including the resolution of any potential disagreements between NXT management and the Auditors regarding financial reporting matters.
  • Reviewing and approving NXT’s unaudited, quarterly financial statements and the related Management Discussion and Analysis (“MD&A”) prior to its public release and filing.
  • To pre-approve all tax and other non-audit services to be provided to the Company by the Auditors.
  • Recommending to the Board the fees to be paid to the Auditors.

Compensation Committee

The primary responsibilities of the Compensation Committee are to recommend to the Board an executive compensation philosophy, a senior management organization and reporting structure, corporate objectives for which the CEO is to be responsible, and to review the performance of senior officers with the CEO.  The Committee reviews and recommends to the Board the total compensation package, including potential bonuses, to be paid to senior officers, and also reviews and recommends remuneration to be paid to members of the Board of Directors, and general policies relating to compensation and benefits for NXT employees.

The Committee also reviews and approves the granting of incentive stock options, which are intended to strengthen the alignment of interests of executive officers and other key employees with those of the Corporation’s shareholders.

Disclosure Committee

The Disclosure Committee is to ensure that the Corporation provides timely, accurate and balanced disclosure of all material information about the Corporation and to provide fair and equal access to such information. All news releases, including but not limited to releases of material information, are managed by the Disclosure Committee. If the information has been determined by the Disclosure Committee to be material, news releases will be prepared, reviewed and then disseminated through a news-wire service that provides simultaneous service to widespread news services and financial media. Additionally, the Committee is responsible for ensuring public disclosure through filing these news releases on SEDAR (Canada) and EDGAR (USA) as well as the Corporation’s website.