We recognize the importance of diversity as a component of board effectiveness and business performance. Diversity and complementarity of skills are key criteria in Vermilion’s board nomination process. G4-38 G4-40
Our current Board is made up of a diverse group of individuals with a broad range of skill sets. We believe that by composing our Board with individuals that bring diverse backgrounds and skills, Vermilion has been and will continue to be successful in problem-solving, deliberating key issues and making quality decisions that deliver positive long-term results for our shareholders and stakeholders alike. We also recognize the importance of gender diversity and at this time our Board has two female members, which represents 22% of our Directors. To learn more about Vermilion’s Board of Directors, please see our 2016 Proxy Statement and Information Circular
We maintain a skills matrix to evaluate the skill set of the Board. Each Director rates their level of expertise in each area annually on a scale from limited to expert application. The results are then evaluated for individuals and for the Board as a whole. Following our most recent assessment, it was determined the majority of directors are skilled or at expert/mastery levels.
As part of our most recent recruiting process for additional Board members, the director's skills matrix was reviewed by the Board to ensure an appropriate mix of backgrounds, skills and experience to guide Vermilion’s long-term strategy and ongoing business operations. The review process resulted in changes to the 2015 skills matrix, including the addition of Risk Management and Reserve Evaluation skills.
As can be seen by the table, the skills matrix includes sustainability-related skills, including Governance, HSE, Social Responsibility and Stakeholder Relations. All of the skills are supported by board training as required. With specific regard to Corporate Social Responsibility, we also benefit from the expertise of one of our Board members, Dr. Timothy Marchant, who is an Adjunct Professor of Strategy and Energy Geopolitics at the Haskayne School of Business at the University of Calgary, and teaches graduate-level courses on CSR and related areas. G4-43
|CEO / Senior Officer||Experience as a CEO or senior officer for an organization of a size similar to or greater than Vermilion.|
|Managing / Leading Growth||Experience as a CEO or senior officer in developing business strategies and leading significant growth through mergers and acquisitions.|
|Oil and Gas Operations||Experience as a CEO or senior officer in various aspects of oil and gas development and operations, including exploration, marketing and production.|
|Reserve Evaluation||General experience with or executive responsibility for oil and gas reserve evaluation.|
|Global||Experience as a CEO or senior officer leading an international operation providing an understanding of the challenges faced in different political, cultural, and regulatory environments.|
|Health, Safety, and Environment||General experience with, or executive responsibility for knowledge of, industry regulations and best practises related to workplace health, safety and environment issues.|
|Governance / Board||Experience as a senior executive or board member of a Canadian operation (public, private or non-profit sectors), that provides a good understanding of the requirements of a good corporate governance.|
|Financial Literacy||Ability to critically read and analyze financial statements.|
|Risk Management||General experience with or executive responsibility in, evaluating and managing the variety of risks faced by an organization.|
|Human Resources & Compensation||Management or executive experience with responsibility for human resources, creating a highly effective organization with a strong corporate culture, and compensation, benefits and long term incentive programs with specific experience in executive compensation.|
|Social Responsibility and Stakeholder Relations||General experience with all aspects of social responsibility, and managing of stakeholder relations.|
|Government Relations / Regulatory||Broad regulatory, political and public policy experience in Canadian and international jurisdictions and local, national and international governmental levels.|
While the skills matrix helps us to identify gaps in needed skill sets, and is used to guide our search for new directors, we are also committed to increasing an even broader notion of diversity on the Board over time. In support of this, the Board has adopted a Board Diversity Policy that embraces a broad concept of diversity encompassing factors including age, race, gender, personal attributes, skill, training, educational background and life experience.
Board members are elected on an annual basis individually, as opposed to elected by slate. We do not have a term limit for directors. We believe that a directors’ depth of knowledge specific to our company is a valuable asset to shareholders and we believe it is important to have directors who understand our industry and our company’s specific characteristics. While term limits can help ensure the Board gains new perspectives, imposing this restriction means it would lose the contributions of longer serving directors who have developed a deeper knowledge and understanding of Vermilion and our industry over time. We also value new perspectives. In the last two years, we have appointed three new directors to the Board who bring valuable new skills and experience to our company.