Nordic Oil and Gas Ltd
4727 Roblin Boulevard, Winnipeg, Manitoba, Canada

Nordic Oil and Gas Ltd. is an independent oil and gas company actively engaged in the exploration, development and production of oil, natural gas and Coal Bed Methane (CBM) in Alberta and Saskatchewan and Manitoba.

The Board of Directors of Nordic Oil and Gas Ltd. believes that a clearly defined system of corporate governance is essential to the effective and efficient operation of the Corporation. The system of corporate governance should reflect the Corporation's particular circumstance, having always as its ultimate objective, the best long-term interests of the Corporation and the enhancement of value for all Shareholders.

Based on its review of corporate governance requirements, the Corporation believes that it complies with all corporate governance rules now applicable to it and intends to comply with any new or additional corporate governance standards that will be applicable to the Corporation in the future.

Independence of Board of Directors

The TSX Guidelines contain provisions respecting the independence of the boards of directors of companies. Under the TSX Guidelines, an "unrelated" director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the directors' ability to act with a view to the best interests of the Corporation, other than interests that arise as a result of shareholdings. The TSX Guidelines also make a distinction between inside directors (directors who are also members of management) and outside directors.

Three of the five Corporation's directors would be considered unrelated under the TSX Guidelines.

Charters and Guidelines

Nordic’s Corporate Governance & Compliance Program has been, and continues to remain, a priority for executives, senior management and the Company’s Board of Directors. All of our Directors and employees are required to comply with stringent standards for ethical and responsible business conduct. 

• All of our board members are independent with the exception of the company's Chief Executive Officer and the Treasurer. 
• Our Executive Compensation Committee is comprised solely of independent directors.
• Our independent auditors, Meyers Norris Penny LLP, report directly to the Audit Committee.
• We maintain a business code of ethics that is communicated to all directors and employees.
• In the case of director compensation, management makes a recommendation to the Compensation Committee, comprised of Barry Palka and Brahm Silverstone, and is based upon comparative data for a peer group of oil and gas issuers.
• The reserves committee is responsible for various matters relating to reserves of the Corporation that may be delegated to the Reserves Committee pursuant to National Instrument 51-101 (Standards of Disclosure for Oil and Gas Activities – NI 51-101).