Overview
The Board of Directors and management of the General Partner and the Partnership recognize that effective corporate governance is central to the prudent direction and operation of the Partnership in a manner that ultimately enhances unitholder value. The following discussion outlines the Partnership's system of corporate governance, including with respect to various matters addressed by National Instrument 58-101 - Disclosure of Corporate Governance Practices (the "Disclosure Instrument") and National Policy 58-201 - Corporate Governance Guidelines, (the "Guidelines") as adopted by the Canadian Securities Administrators with effect as of June 30, 2005.
The corporate governance practices and policies of the Partnership have been developed under the general stewardship of the Corporate Governance and Nominating Committee of the Board of Directors. The Corporate Governance and Nominating Committee believes that the corporate governance practices of the Partnership are appropriate for a limited partnership such as the Partnership. As a result of evolving laws, policies and practices, the Corporate Governance and Nominating Committee continuously reviews the practices and policies of the Partnership to ensure that the Partnership complies with all applicable requirements. In this regard, the Corporate Governance and Nominating Committee has developed and implemented, and continues to develop, implement and refine, formal policies and procedures that reflect the Partnership's commitment to exemplary corporate governance.
View the Code of Business Conduct and Ethics
View the Disclosure Policy
Board Terms of Reference and Composition
Terms of Reference
The Board of Directors has plenary power to manage and supervise the business and operations of the Partnership and has the duty to act in the best interests of the Partnership and its Unitholders. In respect of its duties and responsibilities to the Partnership, the Board of Directors acts in accordance with the partnership agreement which governs the Partnership and applicable laws. In respect of its duties and responsibilities to the General Partner, the Board of Directors acts in accordance with the Business Corporations Act (Alberta), the General Partner's articles of incorporation and by-laws, the terms of reference of each of the committees of the Board of Directors and applicable laws. The Board of Directors approves all significant decisions that affect the General Partner and the Partnership before such decisions are implemented. The Board of Directors also supervises the implementation of such decisions and monitors the results. The Board of Directors is responsible for: (i) adopting a strategic planning process for the Partnership; (ii) identifying and understanding the principal risks of the Partnership's business and overseeing management's implementation of systems to manage those risks; (iii) appointing senior management of the General Partner, including the CEO; (iv) for monitoring and assessing the performance of senior management and management succession planning; (v) ensuring that management maintains an effective communication program that provides for timely communication by the Partnership with its Unitholders; and (vi) implementing and maintaining appropriate internal controls and information systems for the Partnership.
View the Terms of Reference of the Board of Directors
View the Position Description for the Chairman of the Board
View the Position Description for the President and Chief Executive Officer
Composition of the Board
The Board of Directors currently consists of nine directors who provide a wide diversity of business experience. Eight of the members of the Board of Directors are independent as defined under applicable Canadian securities legislation. In accordance with such legislation, the Board of Directors defines a director to be "independent" if he or she has no direct or indirect material relationship with the Partnership as determined by the Board of Directors in consultation with the Corporate Governance and Nominating Committee. A "material relationship" is a relationship which could, in the Board of Directors' view, be reasonably expected to interfere with the exercise of a director's independent judgement.