RISK MANAGEMENT AND CRISIS RESPONSE WORKSHOP Lawrence E. Ritchie November 25, 2014

I NTRODUCTION

S PEAKERS Tristram Mallett Partner, Osler, Hoskin & Harcourt LLP Heidi Schubert Vice President Global Legal Services, Talisman Energy Inc Gina Campbell Partner, Deloitte Facilitator Lawrence E. Ritchie, Osler

A NATOMY OF A C RISIS

Identification of a Problem How a Spark Becomes an Inferno 5

Management Board of Directors Considerations of Various Options Identification of Problem Letter from Regulator Retain Outside Counsel Audit Committee Responsibility Isolate/suspend implicated management Special Committee established “Whistleblower” Picked up by auditors Internal identification of errors in financials Analyst Market Competitor Report to the Regulator Restate Financials Issue a Press Release How To Deal With A Potential “Crisis” 6 Media Leak Cyber-hack Truck accident/ train derailment

ITHuman Resources CorporateSales & Marketing Logistics IMPACT Board of Directors Risks Cannot Be Siloed 7

8 How likely do you think it is that your company will experience each of these in the next 6-12 months?* To what extent do you agree or disagree that having a crisis plan in place would benefit your company?* Does your current company have a crisis management plan?* *

9 How long would you say it took your company to recover from the crisis? * *

“Why be Proactive?” 10 Reduce business vulnerability. See risks that are not apparent. Provide insights and support to key decision makers and responsible persons.

“Why be Proactive?” 11 Frame regulatory issues. Get credit for cooperation. Better class-action defence.

“Planning for a Crisis” 12 1.Identify the actual problem. 2.Report within the Organization. 3.Assess and understand the risks and potential consequences. 4.Leverage your experts and their expertise.

“Planning for a Crisis” 13 Don’t hide – or hide from – a crucial issue. Investigate Report Act

D EVELOPING A C RISIS R OADMAP

Crisis Roadmap – Relevant Considerations Internal Issues How to define the crisis? Identification of risks Identification of stakeholders and accountable parties Internal “task force” Remediation and learning from corporate crises 15

Crisis Roadmap – Relevant Considerations External Issues Evaluating the need for outside expertise Privilege considerations Regulatory implications Public relations implications 16

Board of Directors Crisis roadmap – illustrative example 17 Company and contracted parties Reporting Mandate External advisors (Lawyers / Accountants) Independent committee CEO & Management Information Fiduciary Duty Litigation Investigation/ Regulatory enforcement Reporting RegulatorsOther stakeholders

Responding to Corporate Crises Investigation Reporting Other Potential Action 18 Interviews with employees and/or stakeholders Acquisition and review of electronic evidence Review of business and accounting records Business intelligence Data analytics

Responding to Corporate Crises Investigation Reporting Other Potential Action 19 Within organization Outside of organization (regulatory, media, professional regulatory bodies (e.g. CICA))

Responding to Corporate Crises Investigation Reporting Other Potential Action 20 Terminations and human resource considerations Fidelity Claims

T HANK - YOU