Board of Directors

The essence of the role of Terra Energy’s Board of Directors (“Board”) is providing strategic guidance to the company, setting policy direction and ensuring Terra Energy is accurately and fairly reporting its progress.

The Board oversees Terra Energy’s strategic planning process, risk management, communication with investors and other stakeholders, and standards of business conduct. In addition, Terra Energy’s Board is responsible for selecting, monitoring and evaluating executive leadership and to ensure management’s decision making is aligned with shareholder interest. Terra Energy’s Board of Directors is comprised of eight directors, seven of whom are outside directors.

Terra Energy’s Board of Directors holds regularly scheduled meetings with additional meetings scheduled as required to address specific issues.

Audit

The primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing all financial information that will be provided to the shareholders and others, the systems of internal controls management and the Board have established and all audit processes.

Corporate Governance, Compensation and Nominating

The Committee is responsible for making recommendations to the Board with respect to developments in the area of corporate governance and the practices of the Board. Other purposes of the Committee are to review the adequacy and form of compensation of senior management and the Directors to ensure that such compensation realistically reflects the responsibilities and risks of such positions, to administer the Corporation’s Stock Option Plan and to assist the Board in fulfilling its responsibilities with respect to identifying and evaluating qualified candidates and recommending nominees for director and Board committee appointments.

Engineering Reserves

The primary function of the Committee is to review the Corporation’s procedures relating to the disclosure of information with respect to oil and gas activities including its procedures for complying with the disclosure requirements and restrictions of NI 51-101.

Environment and Safety

The primary function of the Committee is to assist the Board in fulfilling its role in oversight and governance by reviewing, reporting and making recommendations to the Board on Terra Energy’s policies, standards and practices with respect to the environment, occupational health, safety, and security.

Board of Directors

(1)  Member of the Audit Committee
(2)  Member of the Corporate Governance, Compensation and Nominating Committee
(3)  Member of the Engineering Reserves Committee
(4)  Member of the Safety and Environment Committee

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Directors

Ted S. Anderson (1) (2)

From 1978 through 2000, Mr. Anderson was President of Pioneer Land Services Ltd. Under his guidance and direction, Pioneer Land Services grew from one office to six offices in three provinces and earned a reputation in the field for excellence in results-producing service. Mr. Anderson, whose wealth of experience gained from 30 years of land management, has recently taken on challenge of Manager of Special Projects for Pioneer Land Services. Mr. Anderson graduated from the University of Alberta, with a B.Sc. in Agriculture in 1967. He is a member of the Canadian Association of Petroleum Producers, Canadian Association of Petroleum Landmen, International Right-of-Way Association, Alberta Institute of Agrologists and the Calgary Chamber of Commerce.

Ralph G. Evans (3) (4)

Mr. Evans is a Petroleum Engineer and businessman in the oil and gas community in Alberta. He currently holds the positions of Principal of R.G. Evans Consulting, Inc. and Assessment Review Board Member with the City of Calgary. From 1991 through to 1995, Mr. Evans was a Board Member with the Energy Resources Conservation Board of Alberta whose mandate is to ensure the fair, efficient and open assessment of energy resource development projects and regulate the development and distribution of energy resources to effect conservation, safe and efficient practices, equity production, environmental protection and facilities abandonment. Mr. Evans graduated from the University of Alberta with a B.Sc. in Petroleum Engineering in 1956.  He is a member of APEGGA.

Colin MacDonald (2)

Colin MacDonald is a partner in the Calgary offices of Borden Ladner Gervais LLP, a Canadian law firm.  Mr. MacDonald began his career as an oil and gas lawyer and has become increasingly involved in competition law matters and corporate and commercial transactions.  From 1983 to 1988, Mr. MacDonald served as counsel for Canterra Energy Ltd. with involvement in oil and gas related matters including acquisition and divestiture of oil and gas assets.  Since joining Borden Ladner Gervais LLP, he has primarily worked in the corporate/commercial area and has acted on several large financing-related matters, and advises clients on Competition Act and Investment Canada Act matters.  Mr. MacDonald was admitted to the Bar of Nova Scotia in 1980 and the Alberta Bar in 1984.  He graduated from Dalhousie Law School in 1977 and prior to that received a M.A. (Economics) from McMaster University in 1974 and a Joint Honours degree (B.B.A.) in Economics and Business Administration from St. Francis Xavier University in 1973. Mr. MacDonald is also a Director of the Calgary Olympic Development Association, Calgary Airport Authority and of a number of private corporations.

Cas H. Morel (2) (3) (4)

Mr. Morel has been President of Terra Capital Corp., a private holding and management company, since 1996. Terra Capital is principally involved in the energy, travel and real estate businesses. Mr. Morel was also President and Chief Executive Officer of Rhodes Resources Corporation, a publicly listed company on the TSX-Venture Exchange, until its amalgamation with Terra Energy Corp.  Mr. Morel holds a B.Sc. from the University of Toronto (1976), an LLB from Queen’s University (1978) and an MBA from the University of Calgary (1986). His 23 years experience in the natural resource sector and expertise in creative deal making provides him with an insightful base from which to effectively quarterback Terra Energy in the execution of its integrated growth strategy.

Robert D. Penner (1)

Mr. Penner is a Chartered Accountant, who recently retired as a partner with KPMG Canada in Calgary where he held senior positions within the firm focused primarily onproviding advisory services on taxation and related matters. He also served on the firm's Canada Partnership Board and as Chairman of the firm's Compensation Committee. Mr. Penner has authored various articles relating to tax matter for several professional journals and has lecturedon various topics of taxation including preparation and presentation of a leading professional development program: Oil and Gas Taxation in Canada. Robertis a member of the Canadian Institute of Chartered Accountants, the Institute of Chartered Accountants of Alberta, the Institute of Chartered Accountants of Manitoba, the Canadian Petroleum Tax Society and the Canadian Tax Foundation

Brian Yaworski 

Mr. Yaworski has an interdisciplinary background in economics, business and law, and a broad base of business experience which he applies through innovative and practical approaches to problem solving in complex business negotiations and strategic planning. For over 12 years, Mr. Yaworski served on the Executive Management Committee and as a Director of an intermediate oilwell drilling services company. Mr. Yaworski, Q.C., currently resides in Calgary and is Counsel at Davis LLP, a Vancouver based international law firm, in its Calgary office.
Mr. Yaworski holds a Bachelor of Arts degree in Economics (Honours) from the University of Saskatchewan, a Bachelor of Administration (Finance) degree from the University of Regina, a Master of Arts degree in Economics from McMaster University, and a Bachelor of Laws degree from the University of Saskatchewan.

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