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The Board of Directors (the “Board”) and management of Enerflex Ltd. (“Enerflex” or the “Company”) consider good governance to be an important factor in the effective operation of the Company. The Board is responsible for the supervision of management and the overall stewardship and governance of Enerflex. The Board acts in compliance with the articles and by-laws of Enerflex, the Mandate of the Board, the Business Code of Conduct and with a view to the best interests of Enerflex and its shareholders. The Board discharges its responsibilities both directly and by the delegation of certain authority to committees of the Board and to senior management of the Company.

Three committees have been established with a view to allocating expertise and resources to particular areas and to enhance the quality of discussion at the Board meetings: the Nominating and Corporate Governance Committee, the Human Resources and Compensation Committee, and the Audit Committee.

Nominating and Corporate Governance Committee (“NCG Committee”):
The main responsibilities of the NCG Committee are to review and make recommendations as to all matters relating to effective corporate governance. The NCG Committee is responsible for assessing the effectiveness of the Board of Directors, its size and composition, its Committees, director compensation, the Board of Directors’ relationship to management and individual performance and contribution of directors. The NCG Committee is also responsible for identification and recruitment of new directors and new director orientation.

Human Resources and Compensation Committee (“HRC Committee”):
The principal responsibilities of the HRC Committee include reviewing and making recommendations as to the compensation of executive officers and other senior management, short and long-term incentive programs, pension and other benefit plans, and overseeing executive officer appointments, performance evaluations of the President and CEO, succession planning and executive development. The HRC Committee also oversees compliance with Enerflex’s Business Code of Conduct and health, safety and environment program.

Audit Committee:
The principal duties of the Audit Committee include: (i) oversight responsibility for financial statements and related disclosures, reports to shareholders, continuous disclosure and other related communications; (ii) establishment of appropriate financial policies; (iii) ensuring the integrity of accounting systems and internal controls; (iv) approval of all audit and non-audit services provided by the independent auditor; (v) consultation with the auditor independent of management and overseeing the work of the independent auditor; and (vi) monitoring and directing, as appropriate, the activities of the internal audit group.

The Company regularly reviews and enhances its governance practices, in response to evolving regulatory developments and other applicable legislation. The Board of Directors directly, and through its various committees, complies with evolving Canadian corporate governance requirements, including those established under National Policy 58-201 - Corporate Governance Guidelines and National Instrument 52-110 - Audit Committees.