About Baytex

Corporate Governance

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The Board of Directors and Management of Baytex are committed to ensuring proper corporate governance practices that meet current regulatory requirements.

Baytex complies and will continue to comply with all applicable regulations with a goal of providing transparency and accountability in our corporate governance practices. There is no significant difference between the corporate governance practices which Baytex follows, and those generally followed in the United States.

Mandate of the Board

The board of directors of Baytex (the "Board") is responsible for the stewardship of Baytex and its subsidiaries. The Board’s mandate includes:

The Board holds regularly scheduled meetings to review the business affairs of Baytex. At each meeting of the Board and its committees, an opportunity is provided for the independent members to meet independently of the non-independent members and members of management.

Board Composition

The board of directors of Baytex is currently composed of eight members: John A. Brussa, Raymond T. Chan, Edward Chwyl, Naveen Dargan, R.E.T. (Rusty) Goepel, Anthony W. Marino, Gregory K. Melchin and Dale O. Shwed.

Based on the definition of "independence" contained in National Instrument 58-101 "Disclosure of Corporate Governance Practices" and a review of the applicable factual circumstances (including financial, contractual and other relationships), the Board has determined that 6 of 8 (75%) of our directors, representing a majority of directors, are independent. These six independent directors are: John A. Brussa, Edward Chwyl, Naveen Dargan, R.E.T. (Rusty) Goepel, Gregory K. Melchin and Dale O. Shwed. Raymond T. Chan, our Executive Chairman, and Anthony W. Marino, our President & Chief Executive Officer, are not considered to be independent.

Raymond T. Chan was appointed Executive Chairman of Baytex on December 31, 2010 and has held the same position with Baytex Energy Ltd. since January 1, 2009. Mr. Chan is not considered to be an independent director as he was the Chief Executive Officer of Baytex Energy Ltd. from September 2003 to December 2008. As our Executive Chairman, Mr. Chan provides overall leadership to our Board. Among other things, our Executive Chairman maintains a liaison and communication with (i) the Lead Independent Director, the other directors and the committee chairs to co-ordinate input from directors and optimize the effectiveness of our Board and its committees and (ii) our Chief Executive Officer to ensure that our Board receives adequate and regular updates from the Chief Executive Officer on all issues important to the welfare and future of Baytex. Our Executive Chairman is also responsible for the overall management of our Board and assists the Chief Executive Officer and management on strategic issues.

Edward Chwyl was appointed Lead Independent Director of Baytex on January 11, 2011 and has held the same position with Baytex Energy Ltd. since February 17, 2009. The Lead Independent Director's primary role is to act as liaison between management and the independent directors to ensure the Board is organized properly, functions effectively and independently of management and meets its obligations and responsibilities, including those matters set forth in the mandate of the Board. In this regard, the Lead Independent Director acts as chair of meetings of the Board in the absence of the Executive Chairman, acts as chair of the in camera sessions held during meetings of the Board, meets annually with each director to obtain insight as to where they believe the Board and its committees could be operating more effectively and ensures that reasonable procedures are in place for directors to engage outside advisors at Baytex's expense in appropriate circumstances.

Board Committees

Individual directors are appointed by the Board to sit on certain designated committees. Our Board currently has four committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Reserves Committee. The members of each Board committee are comprised solely of independent directors. No separate committees have been established to deal with health, safety and environmental matters as the Board has retained overall responsibility for them.

Each committee has a written mandate outlining its purpose, membership and responsibilities. Listed below is a brief description of the responsibilities of each committee.

Audit Committee

The members of the Audit Committee are Naveen Dargan (Chairman), R.E.T. (Rusty) Goepel and Gregory K. Melchin. The committee's responsibilities include:

• reviewing financial statements, management's discussion and analysis, annual information forms and all public disclosure containing audited or unaudited financial information prior to submission to our Board for approval;
• recommending to the Board the appointment of external auditors and the terms of their engagement;
• overseeing the work of the external auditors, including meeting with the external auditors independently of our management;
• reviewing and discussing accounting and reporting policies and changes in accounting principles;
• reviewing with the external auditors our internal control systems and procedures; and
• reviewing risk management policies and procedures.

Compensation Committee

The members of our Compensation Committee are Edward Chwyl (Chairman), John A. Brussa and Naveen Dargan. The committee's responsibilities include:

• reviewing on a periodic basis the compensation policies and practices and overall philosophy of Baytex and, where appropriate, make recommendations to the Board regarding substantive changes to such compensation policies and practices and overall philosophy;
• reviewing and recommending to the Board the retainers and fees to be paid to members of the Board;
• reviewing on an annual basis the performance of the Chief Executive Officer;
• determining and approving the compensation and benefits package and bonuses for each of the officers of Baytex and, in connection therewith, to receive and consider the Chief Executive Officer's recommendations for, and appraisal of the performance of, the other officers;
• with respect to the compensation and benefits package and bonuses to be paid to the non-officer employees of Baytex, receiving and considering the recommendation of the Chief Executive Officer and determining and approving such compensation and benefits package and bonuses (with the allocation thereof to specific employees to be made by the Chief Executive Officer);
• reviewing the Chief Executive Officer's recommendations for the type of long-term incentive plans to be utilized by Baytex and making recommendations in respect thereof to the Board;
• administering our long-term incentive plans;
• considering performance objectives for the ensuing year for the Chief Executive Officer and, if appropriate, the other officers of Baytex; and
• preparing and recommending to the Board any required disclosures of compensation practices to be included in our information circular - proxy statement, or such other document as may be required under applicable securities laws or otherwise.
  

Nominating and Governance Committee

The members of our Nominating and Governance Committee are John A. Brussa (Chairman), Edward Chwyl and Naveen Dargan. The committee's responsibilities include:

• reviewing on a periodic basis the composition of the Board and its committees;
• assessing, on a periodic basis, the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors, and considering the appropriate size of the Board;
• recommending suitable candidates as nominees for election or appointment as directors;
• developing, for the review and approval of the Board, a mandate for the Board and each of its committees;
• developing, for the review and approval of the Board, position descriptions outlining the duties and responsibilities of the Executive Chairman of the Board, the Lead Independent Director, the Chair of each of the Board committees and the Chief Executive Officer;
• developing, for the review and approval of the Board, a code of business conduct and ethics, disclosure policy, insider trading policy and ownership guidelines for the Executive Chairman, the Chief Executive Officer and the independent directors; and
• preparing and recommending to the Board any required disclosures of governance practices to be included in the information circular.

Reserves Committee

The members of our Reserves Committee are Dale O. Shwed (Chairman), Edward Chwyl and John A. Brussa. The committee's responsibilities include:

• providing a recommendation to the Board as to the appointment of an independent qualified reserves evaluator or auditor (the "Independent Evaluator") to prepare an estimate of our proved and probable reserves and related future net revenue (the "Reserves Data") as at the last day of our financial year;
• if a change in the Independent Evaluator is proposed, determining the reason(s) therefor and whether there have been any disputes with management;
• with respect to the annual estimate of the Reserves Data prepared by the Independent Evaluator: (a) reviewing the scope of work of the Independent Evaluator; (b) reviewing the procedures for providing information to the Independent Evaluator; (c) reviewing the estimate of the Reserves Data prepared by the Independent Evaluator, including the major assumptions used in preparing such estimate; (d) reviewing any material changes in the Reserves Data from the prior year; (e) meeting separately with management and the Independent Evaluator to determine whether any restrictions placed by management affected the ability of the Independent Evaluator to report without reservation on the Reserves Data; and (f) providing a recommendation to the Board as to whether to approve the report on the Reserves Data prepared by the Independent Evaluator;
• providing a recommendation to the Board as to whether to approve the content and/or filing of the annual statement of the Reserves Data and other information prescribed by applicable securities laws, including any reports of the Independent Evaluator and of management in connection therewith; and
• reviewing all matters relating to the preparation, disclosure and/or filing of information related to our reserves and making a recommendation to the Board as to whether to approve the disclosure and/or filing of such information.
  

Corporate Governance Policies

Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics is a statement of the principles to which Baytex is committed and is designed to direct all employees, officers and directors in the practice of ethical business conduct. The code is a guide to the standards of behavior that we require in all of our business activities. Directors, officers and employees must know these standards and agree annually in writing to comply with the code. The code not only applies to Baytex employees, officers and directors but also to independent contractors to the extent that they conduct activities on behalf of Baytex.

• Click here to view the complete policy

Disclosure, Trading and Confidentiality Policy

The Disclosure, Trading and Confidentiality Policy establishes procedures to permit the appropriate disclosure of information to the public in an informative, timely and broadly disseminated manner, ensures that non-public information remains confidential and ensures that trading of Baytex securities by directors, officers and employees is conducted in compliance with applicable securities laws.

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Statement on Reporting Ethical Violations

Baytex is committed to maintaining the highest standards of honesty and accountability in its business activities. Our employees, officers and directors are likely to be the first to know when someone inside the company or connected with the Company is acting improperly or illegally. Baytex maintains a procedure for the reporting of ethical violations which encourages all Baytex employees to report any misconduct. The procedure ensures that Baytex employees may report misconduct without the threat or fear of dismissal, harassment or other retaliation.

• Click here to view the complete policy