Horizon Drilling - Leduc

Committees of the Board are an integral part of Western’s governance structure. Three committees have been established with a view to allocating expertise and resources to particular areas, and to enhance the quality of discussion at Board meetings. The committees facilitate Board decision-making by providing recommendations to the Board on matters within their respective responsibilities. All committees, except for the Health, Safety and Environment Committee are comprised solely of directors who are independent of management. A summary of the responsibilities and the membership of the committees follow.

The Corporate Governance and Compensation Committee

Principal responsibilities are reviewing and making recommendations as to matters relating to effective corporate governance. The Corporate Governance and Compensation Committee (the “Committee”) is responsible for assessing effectiveness of the Board, its size and composition, its committees, director compensation, the Board’s relationship to management and individual performance and contribution of its directors. The Committee is responsible for identification and recruitment of new directors and new director orientation. The Committee’s responsibilities also include compensation of executive officers, review of short and long-term incentive programs, benefit plans, evaluation of performance of the Chief Executive Officer, succession planning and executive development. The Committee also oversees compliance with Western’s Code of Business Conduct and Ethics.