As a result of past bankruptcies and other failures of large United States companies stemming from apparent inadequacies in corporate governance and appropriate disclosure to the public, the Congress of the United States passed legislation known as the Sarbanes-Oxley Act which mandates how companies govern themselves and disclose information. Precision Drilling Corporation ("Precision") is subject to the new U.S. rules due to the fact that it is listed on the New York Stock Exchange.

One of the major requirements arising out of the Sarbanes-Oxley Act is that companies such as Precision must have their Chief Executive Officer and Chief Financial Officer certify that the Company has designed disclosure controls and procedures to ensure that material information relating to Precision is made known to the Securities and Exchange Commission and to the public generally.

In order to meet the new legislative requirements and allow the Chief Executive Officer and the Chief Financial Officer to make the appropriate certification, a disclosure committee of certain senior management personnel of Precision has been formed in order to oversee, on a continuous basis, the disclosure requirements.

The mandate of the Disclosure Committee is to oversee disclosure controls and procedures which are designed to ensure timely collection and evaluation of financial and non-financial information; ensure that there is a process to allow all levels of employees access to appropriate Board members to bring "Whistleblower" issues to the Board which are not being adequately dealt with by management of Precision; capture information that is relevant to an assessment of the need to disclose developments and risks that pertain to the company's businesses; and cover information that must be evaluated in the context of the disclosure requirement of the U.S. Securities and Exchange Act Rule 12b-20, which provides that "in addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they were made, not misleading."

The New York Stock Exchange has also mandated additional corporate governance requirements for listed corporations. The requirements which affect Precision include a requirement to have audit, corporate governance and nominating, and compensation committees of the board of directors and that such committees establish charters that state each of those committees' roles and responsibilities. As well, the corporate governance and nominating committee is to establish corporate governance guidelines and ethics policies that relate to overall board and corporate management.

Accordingly, each of the Corporate Governance and Nominating Committee, the Compensation Committee and the Audit Committee has reviewed and revised its charter to include any Sarbanes-Oxley Act or new requirements of the New York Stock Exchange. Click here for the charters and terms of references for each of those committees: 

Board Committees

along with the: 
Code of Business Conduct and Ethics.

The New York Stock Exchange has also mandated that each of the members of the Corporate Governance and Nominating, the Compensation and Audit Committees must be independent directors and, additionally, with respect to the Audit Committee, at least one of those members must qualify as a financial expert by having accounting or related financial management expertise. The Corporate Governance and Nominating Committee has reviewed these requirements and has determined that such have been met.