Organizational responsibility for sustainability flows from the Board to our President and CEO and our COO, and throughout the company via our Executive and senior leadership teams. In turn, priorities and progress on sustainability topics, including governance updates, HSE targets and performance, and developments within our community investment program, are communicated back to the Board through quarterly updates. Stakeholders can also communicate to the Board in confidence directly and anonymously, via postal mail and email, as well as via our dedicated Investor Relations phone and e-mail lines, or at investor relations presentations and events, and our annual meetings. For more information on communicating with our Board, please refer to our Proxy Statement and Information CircularG4-35 G4-36 G4-37 G4-42 G4-49
The members of our Board of Directors, Vermilion’s highest governing body, are proven leaders who guide our management, ensure the continued integrity of our people and processes, oversee risk management, and position our company to deliver on our mission to consistently deliver superior rewards to investors, employees, partners and the communities in which we operate.
As of March 1, 2016, we announced changes that resulted from a long-term succession plan that was undertaken by the Board and senior executives. Mr. Lorenzo Donadeo, Vermilion’s co-founder and formerly Chief Executive Officer, was appointed Chair of the Board, and Mr. Anthony Marino (formerly President and Chief Operating Officer) was promoted to President and Chief Executive Officer. Mr. Larry Macdonald, an independent director and Chairman of our Board since 2003, was appointed Lead Director. The Board Operating Guidelines were also updated to reflect that we are committed to the appointment of an independent Chair of the Board, or if the Chair is not independent, an independent Lead Director.
As of May 6, 2016, Vermilion’s Board of Directors is comprised of nine directors and one corporate secretary. Seven of the nine Directors (78%) are considered independent, and two (22%) are female. Mr. Anthony Marino and Mr. Lorenzo Donadeo are non-independent directors. We define independence as the absence of relationships that could compromise the ability of a director to exercise judgment with a view to make an objective assessment of management and assess the merits of management initiatives. Our independence statement is publically available via our Board Operating Guidelines, which are published on our corporate website. G4-41
On February 27th, 2015, we announced the appointment of two new Directors to our Board, Mr. Kevin Reinhart and Ms. Cathy Williams. We also announced that Mr. Ken Davidson, who has served as Chair of Vermilion’s Audit Committee and as a member of the Governance and Human Resources Committee since 2007, after joining our Board in 2005, would not be standing for re-election to Vermilion’s Board of Directors in 2015.
Our directors oversee all matters related to performance, including our economic, environmental, social and governance impacts, through four committees (below), and a New Venture Working Team: G4-34 G4-38
Our board structure is a one-tier system. Vermilion has never had an Executive Committee – a small committee of directors that can make decisions without the rest of the board.
In addition to our Board of Directors, Vermilion practices good governance standards with its international subsidiary companies and has appointed independent directors to the Boards of our various subsidiaries. Here again, independence is based upon the absence of relationships and interests that could compromise the ability of directors to exercise judgment with a view to the best interest of the Company. G4-41
International Board members are responsible for overall guidance of the subsidiaries and are knowledgeable in the country of operations with backgrounds in legal, regulatory, executive leadership and operations. In aggregate, we have 11 independent Directors, including two Directors who are women.
Boards of our international subsidiary companies are two-tier systems and include representation by non-executive directors and employee representatives.