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

Stewardship:

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.  Audit Committee members are Randall Henderson (Chair), Allan Buchignani and Richard Kines. 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 Randall Henderson, Jinha Woo and Ohkyeu Baek, 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 Upstream Reserves, Safety and Environment Committee is comprised of Allan Buchignani (Chair), Richard Kines and Byeongil Kim. 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.

Board Composition

Ohkyeu Baek, Chairman

Mr. Baek was appointment Chairman of Harvest in May, 2018. Mr. Baek is Executive Vice President, E&P Group at KNOC. Mr. Baek holds a Master of Energy Resources Engineering from Seoul National University.

Allan Buchignani

Mr. Buchignani is an accomplished executive with extensive experience in operations, strategic planning, P&L management and team building. Currently, he acts as a consultant utilizing his leadership and business experience to advise management teams. From 2001 to 2009, Allan held senior positions with ENMAX Corporation and ENMAX Power Corporation. He has been a member of the STARS, Stoker Resources Ltd. and Furry Creek Power Ltd. boards. He holds a Bachelor of Science degree in Mechanical Engineering from Washington State University and is a Registered Professional Engineer. In addition, he has completed the Institute of Corporate Directors Designation and the Institute of Corporate Directors Financial Literacy Program. 

Cheolwoong Choi

Mr. Cheolwoong Choi was appointed Chief Financial Officer and Director of Harvest in May 2018. Mr. Choi joined KNOC in 1996 working in various positions in the Finance and Accounting Departments. Mr. Choi was previously a Director of Dana Petroleum (UK based subsidiary of KNOC) from November 2014 to May 2018 and served previously as a Director of Harvest from November 2014 to April 2016. Mr. Choi graduated from Chung-Ang University with a Bachelor of Business Administration.

Randall Henderson

Mr. Henderson is a senior finance executive and corporate director who consults to the Board of Directors and executive management teams of both publicly -traded and private entities. He is President of Henderson Corporate Financial Consulting Inc. and a director and chairman of the audit committees of Cortex Business Solutions Inc. since 2001 and PGNX Capital Corp. from 2008 to 2014. Since 2001, Mr. Henderson has served in either a full-time or consulting capacity as the Chief Financial Officer of several significant public and private entities. In 2003, he was nominated for Canada's CFO of the Year Award. He is a member of the Canadian Institute of Chartered Accountants (CICA) and is an executive leadership program alumnus of the Stanford Business School of Stanford University. In 2008, he was awarded the Corporate Finance (CF) designation by the CICA. In 2009, he successfully completed the Directors Education Program offered by the Institute of Corporate Directors of Canada and was awarded its designation of ICD.D.

Jinha Woo

Mr. Jinha Woo was appointed Director of Harvest in January 2019. Mr. Woo is currently Vice President, Finance and Accounting at KNOC. Mr. Woo obtained a Bachelor of Administration from Daegu University.

Byeongil Kim

Mr. Byeongil Kim was appointed President & Chief Executive Officer and Director of Harvest in July 2018. Mr. Kim first joined KNOC in 1991, and most recently was KNOC’s Vice President of Harvest Business Department. Mr. Kim holds a Master of Business Administration, Financial Management and Markets from Arizona State University, as well as a Bachelor of Arts, Communication from Seoul National University.

Richard Kines

Mr. Kines is a senior financial executive with over 35 years of business experience in the upstream and downstream sectors of the oil and gas industry, the oil and gas services industry, merchant banking and public accounting service sector in domestic and internal arenas. Over the past 25 years he has served as a Vice President of Finance and / or Chief Financial Officer with public and private companies. Mr. Kines is a graduate of the Institute of Corporate Directors, a Chartered Accountant and holds a Bachelor of Commerce degree from the University of Saskatchewan.

Keon Mug Lim

Mr. Lim was appointed as a Director of Harvest in July 2018. Mr. Lim joined KNOC in 1992 and is currently Vice President, Harvest Business Department. Mr. Lim holds both a Bachelor of Engineering and Master of Science in Mineral & Petroleum Engineering from Seoul National University.

Committees of the Board of Directors: