EXHIBIT 99.1
CORPORATE GOVERNANCE GUIDELINES
OF
REMINGTON OIL AND GAS CORPORATION
1. INDEPENDENT DIRECTORS
A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS MUST BE INDEPENDENT
DIRECTORS IN ACCORDANCE WITH THE STANDARDS SET FORTH BELOW:
- The director has no direct or indirect material
relationship with the Company - directors' fees are
the only compensation the director may receive from
the Company.
- The director is not an officer or other employee of
the Company and has not served in such position for
the previous five years.
- The director is not and has not been in the previous
five years a partner or employee of or otherwise
affiliated with the Company's present or former
outside auditor or the Company's primary accounting
firm on tax related issues.
- The director is not a partner, significant
shareholder, officer, consultant, or employee of an
entity that has a business relationship or business
interest in or with the Company including but not
limited to joint interest owners, joint venture
partners, vendors, commercial and investment banks,
outside independent accountants or law firms, or
insurance companies.
- The director must comply with all rules promulgated
by the SEC and NYSE regarding independence.
- The director is not and has not been for the past
five years part of an interlocking directorate in
which an executive officer of the Company serves on
the compensation committee of another company that
employs the director.
- The dictates as to independence ascribed to a
Director as set forth above shall also apply to
members of the Director's immediate family for
purposes of determining "independence."
2. DEFINITION OF "INDEPENDENCE" FOR DIRECTORS OR "INDEPENDENT DIRECTOR"
No Director shall qualify as "independent" unless the Nominating and Corporate
Governance Committee (the "Nominating Committee") finds by the affirmative vote
of a majority of its members followed by the affirmative vote of a majority of
the Board of Directors that the Director satisfies the requirements for
independence specified below:
- The director has no direct or indirect material relationship
with the Company - directors' fees are the only compensation
the director may receive from the Company.
- The director is not an officer or other employee of the
Company and has not served in such position for the previous
five years.
- The director is not and has not been in the previous five
years a partner or employee of or otherwise affiliated with
the Company's present or former outside auditor or the
Company's primary accounting firm on tax related issues.
- The director is not a partner, significant shareholder,
officer, consultant, or employee of an entity that has a
business relationship or business interest in or with the
Company.
- The director must comply with all rules promulgated by the SEC
and NYSE regarding independence.
- The director is not and has not been for the past five years
part of an interlocking directorate in which anexecutive
officer of the Company serves on the compensation committee of
another company that employs the director.
- The dictates as to independence ascribed to a Director as set
forth above shall also apply to members of the Director's
immediate family for purposes of determining "independence."
In applying these standards the Nominating and Corporate Governance
Committee and the Board of Directors as a whole shall consider the
issue not merely from the standpoint of the Director, but also from
that of persons or organizations with which the Director has an
affiliation. Material relationships can include, among others,
commercial, industrial, banking, consulting, legal, accounting,
charitable and familial relationships.
3. DIRECTOR QUALITIES
DIRECTORS SHALL DEMONSTRATE THE FOLLOWING QUALITIES:
- Each Director should bring to the Company a range of
experience, knowledge and judgment. It is not the duty of a
Director to represent a particular constituency but to act in
favor of the Company and its stockholders.
- Directors should be active. They should maintain an attitude
of constructive skepticism and participate in corporate
affairs by asking questions which require accurate honest
responses as well as thoroughly evaluate and respond to
communications from management.
- Directors must act with integrity and be committed to the
Company, its business plans and long-term stockholder value.
- Directors should have relevant business and industry
experience in order to provide a useful perspective on
significant risks and competitive advantages facing the
Company.
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- Directors must maintain an acceptable level of attendance,
preparedness, participation and candor with respect to
meetings of the Board of Directors and its committees.
- Each Director must be reachable by providing to management
whatever forwarding telephone or fax numbers or electronic
mail address as are necessary in the event the Director is
away from home or office.
- The Director should demonstrate competence in one or more of
the following areas: accounting or finance, markets, business
or management experience, oil and gas industry knowledge, end
user experience or perspective, crisis management, or
leadership and strategic planning. The members of the Board of
Directors, together, should be competent in all or almost all
of these areas.
- Only Independent Directors may serve on the Audit Committee,
Compensation Committee, and Nominating and Corporate
Governance Committee.
4. RESPONSIBILITIES OF THE CHAIRPERSON OF THE BOARD
- The Chairperson of the Board shall be responsible for
conducting the Annual Meeting of Stockholders and meetings of
the Board of Directors.
5 RESPONSIBILITIES OF THE LEAD NON-MANAGEMENT DIRECTOR
- The Lead Non-Management Director shall conduct all meetings of
the non-management directors.
- Be a designated member of the Executive Committee.
- Be the spokesperson for the Board to the public only regarding
Board and governance issues.
- Take the primary role should disagreements arise between
non-management Board members and management and workwith both
groups in resolution.
- Maintain a P.O. Box to facilitate communication with the Lead
Non-Management Director and non-management directors as a
whole.
- Respond to all inquiries made by outside parties to the Lead
Non-Management Director. When appropriate notify management,
counsel, and/or Board. Also, where necessary, recommend
appropriate action.
- Receive notification of any inquiries regarding the purchase
or sale of the Company and all sensitive matters from the
Company's Senior Officer as soon as practical.
- Maintain frequent contact with management and, without
usurping management's responsibilities for communicating
matters to the Board or operating the company, keep the
non-management Board members informed, as appropriate, of
important matters under consideration by management.
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- Be responsible for designing, administering, collecting, and
reporting on Director evaluations.
6. COMPENSATION
- All compensation paid to non-employee directors must relate to
their service as Directors. This compensation may include an
annual retainer, a fee for meetings of the Board of Directors
or committees of the Board of Directors attended, equity based
compensation amounts, and reimbursement for reasonable
expenses related to their service as Directors. Directors may
receive such compensation in the form of the Company's Common
Stock or as participants in Common Stock based programs. The
amounts of the annual retainer and the fees per meeting are
set forth in the Company's By-Laws. A non-employee Director
may receive no other form of compensation from the Company and
shall have no other financial relationship with the Company
except as a stockholder. The Board of Directors should review
the Company's Director compensation guidelines at least on an
annual basis.
- All new equity based compensation programs for either
Directors or employees must be approved by a majority of the
stockholders voting on the matter. For purposes of this
requirement, equity based compensation programs shall include
any new stock option plan, an amendment to an existing plan or
any new stock grant.
7. RIGHT TO ACCESS TO MANAGEMENT AND TO SELECT OUTSIDE ADVISORS
Directors and any committees of the Board of Directors shall have
access to management and the right, if necessary, to select appropriate
independent advisors.
8. DIRECTOR EDUCATION
The Company shall at its expense provide for a Director's participation
in reasonable and appropriate director orientation and continuing
education programs.
9. CEO SUCCESSION PLANNING
The Board of Directors shall undertake appropriate CEO succession
planning, including policies and principles for CEO selection and
performance review, as well as policies regarding succession in case of
emergency or the retirement of the CEO.
10. ANNUAL PERFORMANCE EVALUATION REVIEWS
The Board of Directors and each Committee of the Board shall undertake
annual performance reviews focusing the performance of the Board of
Directors as a whole, the performance of each director individually,
and the performance of each committee.
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