Corporate Governance

Caza's directors have determined that the Board is comprised of a majority of independent directors within the meaning of corporate governance guidelines established by the Canadian Securities Administrators ("CSA") in National Policy 58‑201 — Corporate Governance Guidelines ("NP 58‑201"). The directors determined by the Board to be independent within the meaning of NP 58‑201 are Messrs. Rooney, Porter and Dupré.

Audit Committee

The Audit Committee is comprised of Messrs. Rooney (Chair), Porter and Dupré. All the members of the Audit Committee are independent and financially literate within the meaning of Multilateral Instrument 52‑110 — "Audit Committees". The Audit Committee has a defined mandate and is responsible for reviewing and overseeing the external audit function, recommending the external auditor and the terms of such auditor's appointment or discharge. Other responsibilities specified in the mandate include reviewing external auditor reports and significant findings and reviewing and recommending for approval to the Board all public financial disclosure information such as financial statements, management's discussion and analysis and other financial information provided to the public or any governmental body as the Corporation or Board requires. The Audit Committee is also responsible for pre‑approving all non‑audit services to be conducted by the external auditors, ensuring that management has effective internal control systems, investigating any recommendations for improvement of internal controls and meeting periodically with the external auditors out of the presence of management about any significant risks or exposures facing the Corporation. The Audit Committee convenes no less than four times each year and as circumstances otherwise warrant.

Human Resources and Corporate Governance Committee

The Human Resources and Corporate Governance Committee is comprised of Messrs. Dupré (Chair), Porter and Rooney. The Human Resources and Corporate Governance Committee has a defined mandate and is responsible for reviewing, approving and, if appropriate, making recommendations to the Board concerning the compensation of the Corporation's senior management team and the Corporation's key human resources policies. The Human Resources and Corporate Governance Committee's responsibilities also include the administration of the Corporation's stock option and other compensation plans for senior management and the Board, assessing the effectiveness of the Board as a whole and on an individual basis, periodically assessing the Corporation's governance, proposing nominees to, or the resignation or removal of, directors and officers and orienting new directors. The mandate of the Human Resources and Corporate Governance Committee provides that each member of the committee should be an independent director as defined under National Instrument 58‑101 – "Corporate Governance", and provides that the Human Resources and Corporate Governance Committee shall convene at least twice annually.

Technical Committee

The Technical Committee is comprised of Messrs. Porter (Chair), Dupré and Rooney. The Technical Committee has a defined mandate and is responsible for assisting the Board with respect to the Corporation's oil and natural gas reserves evaluation and public disclosure procedures and with respect to the Corporation's health, safety and environmental responsibilities. Pursuant to its mandate, the Technical Committee is responsible for meeting with management and the independent reserves evaluators to discuss the results of the independent evaluators' evaluations at least annually, reviewing and reporting to the Board in respect of the appointment or any changes to the Corporation's independent reserves evaluators, reviewing at least annually the Corporation's procedures relating to the disclosure of information to the independent evaluators and assessing the qualifications and independence of the independent evaluators. The Technical Committee's responsibilities also include meeting with management and the independent evaluators to review the reserves data and report, including any restrictions imposed by management, before filing reserves data, recommending to the Board whether to approve the content of the independent evaluators' reports, approving the fees of the independent evaluator, and reviewing all publicly disclosed estimates of the Corporation's reserves. The Technical Committee is also responsible for monitoring the environmental, health, safety and emergency response policies and activities of the Corporation and for recommending policies to implement the principles set out in such policies. The mandate of the Technical Committee provides that a majority of Technical Committee members must be individuals who have not been employees or officers of the Corporation or its affiliates during the past 12 months, who beneficially hold less than 10% of the outstanding Common Shares and who are free from any relationship which could reasonably be seen to interfere with the exercise of independent judgement. The Technical Committee meets at least twice annually or otherwise as circumstances warrant.