Enerflex

Corporate Governance Overview

The Board of Directors (the “Board”) and management of Enerflex Ltd. (the “Company”) consider good governance to be an important factor in the effective operation of the Company. The Board has overall responsibility for the conduct of the business and affairs of the Company and discharges this responsibility both directly and by the delegation of certain authority to committees of the Board and senior management of the Company.

The Nominating and Corporate Governance Committee, on behalf of the Board, establishes and monitors the governance program and its effectiveness. The Company’s corporate governance structure and procedures are founded on our Code of Business Conduct that applies to all directors, officers and employees. The Company’s governance program includes the activities of the Board, who are elected by and are accountable to the shareholders, and the activities of management who are appointed by the Board and are charged with the day-to-day management of the Company.

The Audit Committee assists the Board in fulfilling its oversight responsibility to shareholders, potential shareholders, the investment community and others with respect to the Company’s financial statements, financial reporting process, systems of internal accounting and financial controls, external auditors’ reports, insurance and risk mitigation. The Committee has independent access to the Company’s auditors and is empowered to investigate any matter, with full access to all books, records, facilities and personnel of the Company. It is also empowered to instruct and retain outside counsel or other experts as required.

The Human Resources and Compensation Committee plans for the continuity of executive officers and other key employees. The Committee also reviews the Company’s overall director and executive compensation plans, as well as any changes to significant compensation programs adopted throughout the Company. This level of involvement is designed to ensure that the Company’s policies and compensation programs are competitive and motivating, and assist the Company in attracting and retaining executive officers and other key employees. In all its deliberations, the Committee takes into account the cost of executive compensation and the interests of shareholders.

The Company regularly reviews and enhances its governance practices, in response to evolving regulatory developments and other applicable legislation.

The Company’s corporate governance program is in compliance with National Policy 58-201 - Corporate Governance Guidelines and Multilateral Instrument 52-110 - Audit Committees.