Corporate Governance


Harvest Operations Corp. believes in maintaining good corporate governance practices and understands that our reputation for honesty and integrity is critical to the success of our business. To that end, we require that our board of directors, officers and employees exhibit the highest standards of professional and ethical conduct. Harvest complies with corporate governance guidelines established by the Canadian Securities Administrators under National Instrument 58-101, details of which are included in our Annual Information Form filed on SEDAR, EDGAR, and SGX and posted on the Harvest website. It should be noted that Harvest does not have an internal auditor. Aside from this difference, Harvest’s current corporate governance practices do not materially differ from those outlined by the U.S. Securities & Exchange Commission (“SEC”) or the New York Stock Exchange (“NYSE”). Although we currently fully comply with the existing corporate governance guidelines for Canadian issuers, we remain committed to further enhancing our corporate governance practices as needed. This includes ensuring that the responsibilities outlined in the mandates for the Board and its committees will meet or exceed changes to corporate governance guidelines which may occur in the future. Harvest has a whistleblower policy which allows members of the organization to anonymously report known violations of the code of ethics.Every employee at Harvest must read and sign our Corporate Code of Business Conduct and Ethics. This Code is a statement of principles to which Harvest is committed and which is designed to direct all employees, officers and directors of Harvest in determining ethical business conduct. It also reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply.

Harvest's Code of Conduct & Ethics

Business Gifts and Entertainment Policy


The Board of Directors of Harvest has taken overall responsibility for the stewardship of the corporate planning process, risk management policies and programs, management development and succession planning, significant business development (including large acquisitions and major financing proposals such as the issuance of securities or debt structuring) and the integrity of internal control and information systems.

Three specific Board committees have been established to ensure maximum efficiency and effectiveness: the Audit Committee, the Corporate Governance and Compensation Committee, and the Upstream Reserves, Safety and Environment Committee. Each committee includes directors who possess the relevant skills and knowledge needed to execute the committee’s mandate.

Audit Committee:

The Audit Committee is a committee of the board of directors ("the Board") of Harvest Operations Corp. ("HOC") to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and recommending, for approval of the Board, the audited year-end financial statements, interim financial statements and other mandatory disclosure releases containing financial information. Each member is "financially literate" as defined under Multilateral Instrument 52-110 for Canadian reporting guidelines.

The primary objectives of the Committee are as follows:

  • Assisting directors to meet their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of Harvest and other financial information;
  • Providing better communication between directors and external auditors;
  • Enhancing the external auditor’s independence;
  • Increasing the credibility and objectivity of financial reports; and
  • Strengthening the role of the outside directors by facilitating in depth discussions between directors on the Committee, management and external auditors.

Compensation / Corporate Governance Committee:

The Compensation/Corporate Governance Committee is comprised of Haeje Seong and Keonmug Lim, Chairman. Harvest recognizes the importance of sound corporate governance and our corporate structure and governance principles have been designed to ensure that stakeholders interests are addressed while maintaining structural simplicity, transparency, and aligned interests. We are committed to conducting all of our affairs based on a foundation of trust, integrity and ethical behavior. As stewards of the Corporation, the Board of Directors and senior executive team are capable and empowered to ensure that the interests of all stakeholders are appropriately balanced with the strategies and principles of the Corporation. The purpose of the Compensation / Corporate Governance committee includes:

  • Proposing new board nominees and assessing directors;
  • Implementing a process for assessing the effectiveness of the Board of Directors, its committees and individual directors;
  • Providing orientation and education programs for new directors; 
  • Reviewing the size, skill set and number of Directors to ensure optimal Board effectiveness.
  • Reviewing the compensation philosophy and remuneration policy for employees of Harvest and recommending changes to the Board to improve Harvest's ability to recruit, retain and motivate employees;
  • Reviewing and recommending to the Board the retainer and fees to be paid to members of the Board;
  • Reviewing and recommending to the Board performance objectives and the compensation package for the President;
  • Recommending to the Board, with assistance from the President, the compensation and benefits package for other senior management positions;
  • Determining and recommending, for approval of the Board, bonuses to be paid to officers and employees of Harvest and to establish targets or criteria for the payment of such bonuses, if appropriate; and
  • Preparing and submitting a report of the Committee for inclusion in annual disclosure required by applicable securities laws to be made by Harvest including the Compensation Committee Report required to be included in the information circular – proxy statement of Harvest.

Upstream Reserves, Safety & Environment Committee

The purpose of this Committee includes:

  • Reviewing annual independent engineering evaluation reports on our oil and natural gas reserves;
  • Periodically reviewing the qualifications, experience and independence of the consulting engineering firms reporting 
  • Meeting with the independent reserve evaluators employed or otherwise retained by the Trust who prepare such reports;
  • Assisting directors in meeting their responsibilities (especially for accountability) in respect of Harvest's legal, industry and community obligations pertaining to the areas of health, safety and environment.
  • Assisting directors in meeting their responsibilities in respect of the Corporation's obligation to establish appropriate environment, health and safety policies and procedures and maintaining management systems to implement such policies and monitor compliance.

Keonmug Lim, Chairman

Mr. Lim was appointed as Chairman of Harvest in August, 2021. He has M.Sc. degrees in Mineral and Petroleum Engineering Department from Seoul National University in Korea. He joined KNOC in 1992 and has worked mainly in exploration and production of oil and gas projects. Mr. Lim was Managing Director of KNOC Kazachstan office from 2016 to 2018 and SVP of E&P-Overseas Business Dept. II from 2019 to 2021, KNOC

Duki Nam

Mr. Nam was appointed Chief Financial Officer and Director of Harvest in March 2023. He graduated from Soong-sil University with a Bachelor of Business Administration. Mr. Nam joined KNOC in 1998 and has over 25 years of experience within strategic planning, financial accounting, management accounting, corporate portfolio and international joint ventures. Prior to joining Harvest, as general manager, he has taken on and successfully achieved key international portfolio projects. 

Haeje Seong

Mr. Seong, Senior Vice President of Finance and Accounting Department of KNOC, joined the company in 1992 and has built 30-year career in the fields of accounting, tax and internal audit, mainly with senior roles, such as Controller, General Manager of tax team. 
He majored in Business Administration and Accounting in Chungnam National University. having a bachelor’s degree. 

Jongchan Lim 

Mr. Lim has a bachelor’s degree in Mining and Mineral Engineering from Inha University in Korea. He joined KNOC in 1993 and has worked mainly in exploration and production of oil and gas projects. He was appointed SVP of KNOC’s Overseas Business Dept. I in 2022 and is currently SVP of Exploration and Production within the Overseas Business Dept. II.

Jungwoo Seo

Mr. Seo is a certified and professionally qualified public accountant with KPMG in Korea and holds a Bachelor’s Degree in Business Administration from Hanyang University in Seoul. He has been with KNOC for 20 years working in various roles and locations, including leading the subsidiaries business, finance management and business planning. His international assignments have included Deputy Chief Financial Officer at Dana Petroleum in UK, Financial Director at Altius Petroleum in Kazakhstan, and a CFO Advisory at Savia in Peru. He has held a number of senior roles within KNOC most recently as General Manager for America/Europe Business Department prior to assuming his current leadership position at Harvest.

Dohyun Kim

Mr. Kim was appointed as Chief Operating Officer and Director of Harvest in February 2024. He graduated from Ulsan University with a Bachelor degree of Chemical Engineering. Mr. Kim started work at a petrochemical plant as a process engineer in 1995. Afterwards, joined KNOC in 2004 and has a total of 30 years of experience with field development, facility design, operation, production, energy management, and project management. Prior to joining Harvest, as a general manager, he has taken successful field development in UAE and facility optimization tasks for global KNOC’s operation fields from 2019 to January 2024.

Gerald Chipeur, KC

Mr. Chipeur is a partner at the law firm of Miller Thomson, LLP and a member of the Law Societies of Alberta and British Columbia. Over the last four decades, his practice has focused on business, public policy and regulatory matters. Gerry has pleaded cases before both administrative tribunals and the courts, including over two dozen matters in the Supreme Court of Canada. Gerry served three terms as the Chair of the Calgary Homeless Foundation and currently serves on the Criminal Code Review Board. He also teaches the negotiation of Indigenous rights at the University of Calgary Faculty of Law. As well, Gerry is the Honorary Consul for the Republic of Korea in Alberta.