Compensation and Governances Charter

The Compensation & Governance Committee (the "Committee") is a committee of the Board of Directors of CASA Energy Services Corp. (the "Corporation"). Its primary function is to assist the Board in carrying out its responsibilities by reviewing compensation and human resources issues and making recommendations to the Board as appropriate. In particular, the committee is responsible for discharging the Board's responsibilities relating to compensation of the Corporation's senior officers.

A. COMPOSITION AND GOVERNANCE MEETINGS

1. Reporting

The Committee shall report to the Board.

2. Composition of Committee

The Committee shall consist of not less than Three Directors, the majority of whom shall qualify as unrelated Directors. An "unrelated Director" is a Director who is not, and has not been within the preceding 12 months, an officer of employee of the Corporation, a person who owns 10% or more of the voting securities of the Corporation or a relative of such person residing in the same home as such person and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the Corporation. Committee members will include only duly-elected Directors.

3. Appointment of Committee Members

Members of the Committee shall be appointed at a meeting of the Board, typically held after election of Directors at the annual meeting of shareholders, provided that any member may be removed, or replaced at any time by the Board and shall, in any event, cease to be a member of the Committee upon ceasing to be a member of the Board.

4. Vacancies

Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board.

5. Chairman

The Board shall appoint the Chairman of the Committee.

If the Chairman of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen to preside by a majority of members of the Committee present at such meeting.

6. Committee Meetings

The Committee shall meet at least semi-annually at the call of the Chairman. The Chairman may call additional meetings as required. In addition, a meeting may be called by the Board Chairman, the President & Chief Executive Officer, or any member of the Committee.

Committee meetings may be held in person, by video conference, by means of telephone or by combination of any of the foregoing.

The President & Chief Executive Officer is expected to be available at attend meetings or portions thereof.

The Committee may, by specific invitation, have other resource persons in attendance.

The Committee shall have the right to determine who shall and who shall not be present at any time during a meeting of the Committee.

Directors, who are not members of the Committee, may attend Committee meetings, on an ad hoc basis, upon consultation and approval by the Committee Chairman or by a majority of the Committee.

At the request of the Committee, certain members of senior management and others may attend Committee meetings on an ad hoc or a regular basis.

7. Notice of Meeting

Notice of the time and place of each meeting may be given orally, or in writing, or by facsimile to each member of the Committee at least 48 hours prior to the time fixed for such meeting.

A member may in any manner waive notice of the meeting. Attendance of a member at a meeting shall constitute waiver of notice of the meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

Quorum

A majority of Committee members, present in person, by video conference, by telephone or by a combination thereof, shall constitute a quorum.

9. Minutes

At each meeting, the Committee shall appoint a recording secretary to take the minutes of the meeting. Minutes of Committee meetings shall be sent to all Committee members. The full Board of Directors shall be kept informed of the Committee's activities by a report following each Committee meeting.

RESPONSIBILITIES

  • Act in an advisory capacity to the Board
  • Recommend to the Board, human resources and compensation policies and guidelines for application to the Corporation.
  • Ensure that the Corporation has in place programs to attract and development management of the highest caliber and a process to provide for the orderly succession of management.
  • Review compliance with securities regulatory requirements governing executives Compensation committees and executive compensation reporting of public companies
  • Issue the report on executive compensation required by applicable securities regulations.
  • Periodically review compensation policies of peer organizations to permit effective comparison with those of the Corporation.
  • Review the performance of the President & Chief Executive Officer relative to the Corporate goals and objectives for the purpose of determining the compensation of the President & Chief Executive Officer and evaluate the President & Chief Executive Officer's performance in light of those corporate goals and objectives.
  • Set the annual salary, bonus and other benefits, direct and indirect, of the President & Chief Executive Officer and to approve compensation for all other designated officers of the Corporation after considering the recommendations of the President & Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board.
  • Annually receive from the President & Chief Executive Officer recommendations concerning annual compensation policies and budgets for all employees.
  • Periodically review the Corporation's policies and programs concerning pension benefits.
  • Periodically review with the President & Chief Executive Officer the Corporation's policies on compensation for all employees and overall human resources matters.
  • Periodically review the adequacy and form of compensation of Directors and to ensure that the compensation realistically reflects the responsibility and risks involved in being an effective Director and to report and make recommendations to the Board accordingly.

MISCELLANEOUS

The Committee may engage independent outside resources if deemed advisable

The Committee shall have sole authority to retain and terminate any consultant to be used to assist in the evaluation of the President & Chief Executive Officer's senior corporate officers' compensation, including approval of the consultant's fees and other retention terms.

The Committee, upon approval by a majority of the members of the committee, may delegate its duties and responsibilities to subcommittees of the Committee.

The duties and responsibilities of a member of the Committee are in addition to his other duties as a member of the Board of Directors.