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Board of Directors Chair Position Description

The Chair (“Chair”) of the Board of Directors (“the Board”) of Addax Petroleum Corporation (the “Company”) has the responsibility and specific duties described below.

Appointment

The Chair is appointed by the Board and shall be re-appointed at the first meeting of the Board following the Annual General Meeting of shareholders of the Company. The Chair will be independent under applicable law and will have the competencies and skills determined by the Board.

Responsibility

The Chair provides independent, effective leadership to the Board and leads the Board in fulfilling the duties set out in its Charter.

Specific Duties

The Chair will:

    Leadership

  1. Provide overall leadership to enhance the effectiveness of the Board.
  2. Take all reasonable steps to ensure that the responsibility and duties of the Board, as outlined in its Charter, are well understood by the Board members and executed as effectively as possible.

    3. Ethics

  3. Foster ethical and responsible decision-making by the Board and its individual members.

    4. Board Governance

  4. Provide effective Board leadership, overseeing all aspects of the Board’s direction and administration in fulfilling the terms of its Charter.
  5. With the Board, oversee the structure, composition, membership and activities delegated to the Board.

    6. Board Meetings

  6. Ensure that the Board meets at least four times annually and as many additional times as necessary to carry out its duties effectively.
  7. With the President and CEO and the Corporate Secretary establish the dates, location and agenda for each Board meeting.
  8. Chair all meetings of the Board, including closed sessions and in camera sessions. If the Board Chair is not present, the Board members present will choose a Board member to chair the meeting.
  9. Ensure sufficient time during Board meetings to fully discuss agenda items.
  10. Encourage Board members to ask questions and express viewpoints during meetings.
  11. Deal effectively with dissent and work constructively towards arriving at decisions and achieving consensus.
  12. Ensure that the Board meets in separate, regularly scheduled, non-management, in camera sessions.

    13. Board Reporting

  13. Ensure that Board materials are available to any Director on request.
  14. Ensure that all business that is required to be brought before a meeting of shareholders is brought before a meeting of shareholders.

    15. Board Management Relationships

  15. Take all reasonable steps to ensure that Board members receive all necessary training and support to enable them to fulfill the Board Charter.
  16. Facilitate effective communication between Board members and the CEO, both inside and outside of Board meetings.
  17. Have an effective working relationship with the CEO.

    18. Evaluations

  18. Ensure that a performance evaluation of the Board and the Board Chair is conducted, soliciting input from all Board members and appropriate members of Management.

    19. Advisors/Resources

  19. Ensure that resources and expertise are available to the Board so that it may conduct its work effectively and efficiently.
  20. Coordinate with the Board to retain, oversee, compensate and terminate independent advisors to assist the Board in its activities.

    21. Other

  21. Carry out any other appropriate duties and responsibilities assigned by the Board or delegated by the Board.
  22. To honour the spirit and intent of applicable law as it evolves.

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