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" Corporate Governance is the goals, according to which a company is
managed, and the major principles and frameworks which regulates the interaction
between the company's managerial bodies, the owners as well as other parties,
who are directly influenced by the company's dispositions and business (
stakeholders). Stakeholders include employees, creditors, suppliers, customers
and the local community."
CanArgo Energy Corporation ("CNR") follows the corporate
governance rules outlined by the Sarbanes-Oxley Act and reports under the rules
of the United States Securities and Exchange Commission.
The Company also follows all corporate governance listing rules under the
American Stock Exchange rules for listing. These rules can be found at the
following Link
American
Stock Exchange Listing Rules
CNR Corporate Governance
CanArgo Energy Corporation's ("CanArgo" or the "Company")
Board of Directors holds regularly scheduled meetings throughout the year. Each
director is expected to attend no less than 75% of all meetings of the Board and
those committees on which he or she serves. The Board has two standing
committees: the Audit Committee and the Compensation Committee. The Board of
Directors has not designated a nominating committee, the functions of such
committee being performed by the Board as a whole. The Board shall evaluate and
determine the circumstances under which to form new committees.
Wholly owned subsidiaries are expected to hold at least annual board
meetings. Additional board meetings are scheduled on an ad hoc basis as
strategic, operating and financial issues arise.
Audit Committee
The Audit Committee shall review with the Company's auditors the quarterly
financial results of the Company and the year-end audit plan and the results of
the year-end audit. Additional audit committee meetings may be held as issues
arise or, if so designated by the Board. A minimum of four meetings will be held
per year and such meetings may be conducted by phone providing that there is at
least one direct meeting between the members of the Audit Committee and the
Company's auditors each year. The Audit Committee consists of three independent
directors one of which qualifies as a "Financial Expert" under current
SEC requirements (as defined by Sarbanes-Oxley).
The Audit Committee of the Board of Directors is responsible for the review
and oversight of CanArgo's performance with respect to its financial
responsibilities and the integrity of CanArgo's accounting and reporting
practices. The Audit Committee also recommends to the Board of Directors the
selection of CanArgo's independent auditors. The Audit Committee operates under
a written charter.
CanArgo, not the Audit Committee or the independent auditor, is responsible
for the preparation of its financial statements and its operating results and
for the appropriate safekeeping of CanArgo's assets. The independent auditor's
responsibility is to attest to the fair presentation of the financial
statements. The role of the Audit Committee is to be satisfied that both CanArgo
and the independent auditor discharge their respective responsibilities
effectively. However, no member of the Audit Committee is professionally engaged
in the practice of accounting or auditing, including with respect to auditor
independence. The Audit Committee relies, without independent verification, on
the information provided to it and on the representations made by management and
the independent auditors.
CNR Audit Committee Charter (as
amended in 2005)
Compensation Committee
The Compensation Committee of the Board of Directors is composed entirely of
independent directors. The Compensation Committee is responsible for setting and
administering policies which govern CanArgo's executive compensation programs,
including stock option plans.
The philosophy of the Compensation Committee is to approve compensation programs intended to:
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Attract and retain talented executive officers and key employees by providing total compensation competitive with that of other executives employed
by companies of similar size, complexity and lines of business;
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| " | Motivate executives and key employees to achieve strong financial and
operational performance; |
| " | Emphasize performance-based compensation, which balances rewards for
short-term and long-term results; |
| " | Reward individual performance; |
| " | Link the interests of executives with shareholders by providing a
significant portion of total pay in the form of stock incentives; |
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| " | Encourage long-term commitment to CanArgo.
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1.2 Policy Statements
Environmental Health and Safety
CanArgo's operations are subject to all risks normally incident to developing
and operating oil and gas properties. CanArgo is committed to conducting its
activities in a manner that safeguards the quality of the natural environment
and health and safety of all employees, contractors and communities near its
operations.
CanArgo and its affiliates will meet or exceed all legislation, regulations
and accepted industry standards as they apply to environmental, health and
safety. All employees and contractors share the responsibility to work in a
manner that safeguards the public, themselves and their co-workers.
Employees
CanArgo Energy Corporation affords equal employment opportunities and
treatment to all individuals regardless of their race, colour, national origin,
religion, sex, age, disability or other unlawfully discriminatory
classification.
In accordance with this policy, CanArgo prohibits, and will take appropriate
corrective action, when justified, to address all acts of discriminatory
harassment. Such harassment includes unwelcome sexual advances or requests or
any other verbal or physical conduct that is directed at a person or persons
that creates a hostile or offensive working environment for that person or
persons.
Any employee who believes that he or she has been subjected to such
harassment at work by anyone, including supervisors, co-workers, or visitors,
should immediately bring the problem to the attention of a designated company
representative. Designated company representatives are the employee's supervisor
or any company officer.
All complaints will be promptly investigated to enable the company to take
appropriate action. No employee who makes a complaint, or who provides
information concerning a complaint, shall be retaliated against as a result
thereof. Except for records of a serious disciplinary action, documentation
relating to any harassment complaint, investigation or resolution shall not be
kept on any staff member's employment file. CanArgo is committed to ensuring
that the careers and reputations of neither party are unjustly affected as a
result of a harassment complaint.
Ethical Conduct
CanArgo will pursue its business with integrity, respecting the different
cultures and the dignity and the rights of individuals in the countries in which
it operates.
In our actions and dealings with others, we will:
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| " | respect the rule of law;
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| " | not knowingly mislead others and not participate in or condone corrupt or unacceptable business practices;
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| " | Emphasize performance-based compensation, which balances rewards for short-term and long-term results;
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| " | fulfill our obligations and commitments, treat people according to merit and contribution;
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| | and
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| " | act in good faith, use company assets only for furthering company business and not gain through abuse of position in the company
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CanArgo expects the same commitments from third parties acting on CanArgo's
behalf.
CNR Code of Conduct and Ethics
The CEC Code of Conduct and Ethics applies to all employees and
therefore includes the principal executive officer and principal financial
officer.
Any amendments to the CNR Audit Committee charter ot the CNR Code of Conduct and Ethics will be
filed as a form 8k with the SEC and noted on this page.
CanArgo Energy Corporation By-Laws ( Equivalent to Articles of Association)
CNR By-Laws
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