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 annual Information Circular.
We are honoured that our governance, economic, environmental and social performance has been recognized through the following organizations:
Recognized for excellence in governance practices as part of the Globe and Mail's annual Board Games governance report. In 2021, Vermilion's governance practices resulted in a rank of 3rd amongst our peer group, 7th amongst Canadian oil and gas companies and within the second quartile of all companies in the S&P/TSX Composite Index.
Terms of Reference
These achievements demonstrate to investors our commitment to the core values of Excellence, Trust, Respect and Responsibility