Vermilion is committed to a high standard of corporate governance practices. Strong governance is in the best interests of our shareholders and promotes effective decision making at the Board level.
We monitor Canadian and U.S. regulations related to corporate governance, legal requirements and disclosure trends. As a Canadian corporation with Common Shares dual listed on the TSX and the NYSE, we are subject to Canadian rules and policies adopted by the TSX and Canadian Securities Administrators, and rules and listing standards applicable to “foreign private issuers” adopted by the NYSE and the U.S. Securities Exchange Commission (“SEC”), which give effect to provisions of the Sarbanes-Oxley Act of 2002 (“Act”).
With respect to the United States, we are required to comply with the provisions of the Act and the rules adopted by the SEC pursuant to that Act, as well as the governance rules of the NYSE, in each case as applicable to foreign private issuers. Most of the NYSE corporate governance standards are not mandatory for Vermilion as a non-U.S. issuer, however, we are required to disclose any significant differences between our corporate governance practices and the NYSE corporate governance standards applicable to U.S. based issuers listed on the NYSE. Except those areas highlighted in a Summary of Significant Corporate Differences document, we remain in compliance with the NYSE corporate governance standards in all significant respects.
Vermilion considers these Canadian corporate governance requirements, NYSE corporate governance rules and listing standards and applicable SEC rules and other best governance trends in determining its corporate governance practices. Responsibility to oversee our corporate governance practices is delegated by the board to the Governance and Human Resources Committee, a committee composed entirely of independent directors.
More information about our corporate governance practices and policies is included in our Information Circular.
We are honoured that our governance, economic, environmental and social performance has been recognized through the following organizations:
Terms of Reference
Board Games, The Globe and Mail, Report on Business
- The Globe and Mail’s Board Games report is an annual evaluation of how well Canada’s top companies perform with regards to best practices in areas such as board composition, executive compensation, shareholder rights, and disclosure
- Survey methodology and evaluation continue to raise the bar for performance in each successive year
- In 2018, Vermilion’s governance practices resulted in a rank of 2nd in the oil and gas (exploration and production) sector
Canadian Coalition for Good Governance (CCGG)
- Recognized year-after-year for best practices for proxy disclosure in the area of corporate governance relating to executive compensation, directors’ independence, benefits and perquisites
- Vermilion received the 2014 Governance Gavel Award for Best Disclosure of Governance Practices and Approach to Executive Compensation
Corporate Knights 2018 Future 40
- Vermilion earned recognition on the Corporate Knights Future 40 Responsible Corporate Leaders in Canada listing every year the listing was active, from 2014 to 2018
- In 2018, we ranked 11th, and were the highest rated oil and gas company on the list
CDP Driving Sustainable Economies
- Vermilion was named to the CDP Climate Leadership Level (A-) for the second consecutive year in 2018
- We were the only Canadian oil and gas company to achieve this level, which places us among the top two percent of companies in North America and the top five percent globally
FSI Competition for Best Sustainability Report
- The Montreal-based Finance and Sustainability Initiative selected Vermilion as a finalist for the FM-FSI Competition for Best Sustainability Report in the Non-Renewable Resources - Oil and Gas category for 2018
Great Place to Work Institute
- Recognized as a Best Workplace in Canada, the Netherlands and Germany. In Canada, Vermilion is the only energy company on a Best Workplace list (small, medium or large). This recognition is a positive reflection of Vermilion's strong corporate culture
- View results
Institutional Shareholder Services (ISS) and Glass Lewis
- In 2019, recognized for excellence in managing governance risk with decile scores of “1” for Environmental practices and “2” for Social and Governance practices
- A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk
- ISS QualityScore is a scoring solution supported by data on environmental, social and governance practices, designed to help institutional investors identify risks within portfolio companies
- Both ISS and Glass Lewis recommended Shareholders vote in favour of Vermilion’s 2019 proxy statement proposals
MSCI ESG Research Inc.
- In 2018, Vermilion's MSCI Environment, Social and Governance rating remained at A, marking the second consecutive year Vermilion has scored at a high level, and our Governance score ranked in the top decile globally
- This recognition reflects our continued focus on achieving robust shareholder returns combined with environmental, social and governance performance
RobecoSAM Sustainable Investing
- Vermilion received a top quartile ranking for 2018 for our industry sector in RobecoSAM’s annual Corporate Sustainability Assessment (“CSA”)
- The CSA analyzes sustainability performance across economic, environmental, governance and social criteria, and is the basis of the Dow Jones Sustainability Indices
These achievements demonstrate to investors our commitment to the core values of Excellence, Trust, Respect and Responsibility