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Precision Drilling Corporation ("Precision") is a Canadian oilfield services company headquartered in Calgary, Alberta. Precision has issued securities in the United States and has a listing of its common shares on both the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE"). Precision is not required to comply with most of the NYSE corporate governance listing standards and instead may comply with Canadian corporate governance practices. However, as a non-U.S. issuer listed on the NYSE, Precision is required under Section 303A of the NYSE Company Manual (the “Listing Standards”) to provide a description of any significant differences between Precision's corporate governance practices and those required of U.S. domestic companies listed on the NYSE.
Precision's corporate governance practices meet or exceed the TSX guidelines and all other applicable Canadian requirements. Precision's corporate governance practices also incorporate some best practices derived from the NYSE rules and comply with applicable rules adopted by the Securities and Exchange Commission ("SEC") to give effect to the provisions of the Sarbanes-Oxley Act of 2002.
The following is a summary of the significant ways in which Precision's corporate governance practices differ from those followed by U.S. domestic companies under the NYSE Listing Standards.
- NYSE Rule 303A.06 requires that all listed companies are to have an audit committee that satisfies the requirements of Rule 10A-3 of the Securities and Exchange Act of 1934 (the "Exchange Act"). Rule 10A-3 requires the audit committee of a U.S. company to be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the listed issuer, and that each such firm must report directly to the audit committee. Rule 10A-3 provides an exception to such standards for foreign private issuers who are required under the applicable home country law to have auditors established and selected pursuant to home country legal or listing standards. In accordance with the Business Corporations Act (Alberta), the auditors of Precision are appointed by the shareholders at the annual meeting of shareholders. Precision’s Audit Committee is responsible for evaluating the auditors and advising Precision’s Board of Directors of its recommendation regarding the appointment or re-appointment of auditors.
- NYSE Rule 303A.09 requires that a listed company adopt corporate governance guidelines that include general principles for determining the form and amount of director compensation. Precision’s corporate governance guidelines provide that the Board of Directors, upon recommendation of the Compensation Committee, will determine and review the form and amount of director compensation.
- NYSE Rule 303A.02(b)(v) deems as non-independent a director who is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues. Under Canadian corporate governance practices, there is no per se rule that bars a director from being considered independent if he or she is associated with another entity that conducts the above specified amount of business with the company.
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