Corporate Governance

The Corporation’s board of directors views effective corporate governance as an essential element for the ongoing well-being of the Corporation and its shareholders. With that in mind, the board of directors reviews the Corporation’s corporate governance practices on an ongoing basis to ensure that they provide for effective stewardship of the Corporation.

Mandates

Board of Directors Mandate

Audit Committee Mandate

Corporate Governance and Sustainability Committee Mandate

Reserves Committee Mandate

Position Descriptions

Chair & CEO Position Description

Lead Independent Director Position Description

Majority Voting Policy

Majority Voting Policy

Corporate Governance Policies

Code of Business Conduct and Ethics

The Board of Directors encourages and promotes a culture of ethical business conduct by expecting each other, all officers and management to act in a manner that exemplifies ethical business conduct. This expectation sets the tone for all employees of the Corporation. As such, the Board has adopted a Code of Business Conduct and Ethics.

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Whistle Blowing Procedures

Headwater is committed to the highest standards of openness, honesty and accountability. As a matter of sound corporate governance, Headwater has developed Whistle Blowing Procedures that are designed to provide a readily understood, prompt and effective means of addressing any complaints or concerns regarding the Corporation’s accounting, internal accounting controls or auditing matters.

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Disclosure Policy

As a reporting issuer, the Corporation is required to broadly disclose material information in accordance with all applicable legal and regulatory requirements and in a manner that is timely, factual and accurate. The Corporation’s Disclosure Policy describes the policies and procedures that govern communications to the public concerning Headwater Exploration Inc.

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The Corporation’s policies are also available upon request to the CFO at 1700, 500-4th Ave SW, Calgary, AB, T2P 2V6