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Governance

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:

Globe and Mail, Board Games

  • Recognized for excellence in governance practices as part of the Globe and Mail’s annual Board Games governance report.  In 2019, Vermilion’s governance practices resulted in a rank of 1st amongst our peer group, 4th amongst Canadian oil and gas companies and within the top quartile of all companies in the S&P/TSX Composite Index.

Terms of Reference

Canadian Coalition for Good Governance (CCGG)

  • Recognized year-after-year for best practices for proxy disclosure in the area of executive compensation relating to benefits and perquisites.  The CCGG is positioned as the voice of institutional shareholders that invest in Canadian public equities.

Institutional Shareholder Services (ISS) ESG Rating

  • In 2020, recognized for excellence in managing governance risk with decile scores of “1” for environmental practices, "2" for social practices and “4” for governance practices.  A decile score of “1” indicates lower governance risk, while a “10” indicates higher governance risk.

Great Place to Work® Institute, Best Workplaces™

  • In 2020, recognized as a Best Workplaces™ in Canada and Germany by the Great Place to Work® Institute.  In Canada, Vermilion is the only energy company on a Best Workplaces™ list (small, medium or large). This recognition is a positive reflection of Vermilion’s strong corporate culture.

CDP

  • Received CDP Leadership Level rating of A-.  Vermilion is ranked in the top 6% of all oil and gas companies globally.  CDP runs a global disclosure system to manage environmental impacts.

SAM Corporate Sustainability Assessment (CSA)

  • Received a top quartile ranking in 2019 for our industry sector in the SAM CSA.  The CSA is an annual evaluation of sustainability practices.

Sustainalytics ESG Risk Rating

  • In 2019, rated in top quartile of our industry sector in Sustainalytics ESG risk rating, based on our environmental, social and corporate governance performance.

MSCI ESG Rating

  • In 2020, Vermilion's MSCI ESG rating improved to AA.  Our governance metrics score falls into the highest scoring range for all companies assessed relative to global peers, indicating that our corporate governance practices are well aligned with shareholder interests. This recognition reflects our continued focus on environmental, social and governance performance. 

These achievements demonstrate to investors our commitment to the core values of Excellence, Trust, Respect and Responsibility

Vermilion Energy Inc.
3500, 520 3rd Avenue SW
Calgary, Alberta T2P 0R3
Phone: 1-403-269-4884
Fax: 1-403-476-8100
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