Governance, Risk & Compliance Director

Aro Drilling

Duties & Responsibilities (shall include but not be limited to):

Governance

• Establish and maintain a governance framework that supports accountability and alignment with Company objectives.
• Serve as Secretary to the Boards Committees, including responsibility for circulating materials, documenting Minutes of Meetings (MoM), maintaining official records, and ensuring timely distribution of all Board and Committee documentation.
• Oversee the staff responsible for preparing MoM, circulating materials, and coordinating governance documentation.
• Coordinate with Management to ensure timely submission of presentations, reports, and supporting materials for Boards Committee meetings.
• Maintain accurate, secure, and complete documentation of all governance activities, Board and Committee resolutions, and decisions.
• Oversee the development, review, and communication of governance, risk, and compliance-related policies and procedures.
• Promote awareness of governance requirements and support adherence to approved governance processes.
• Ensure adherence to Board and Committee charters, governance requirements, and regulatory obligations related to meetings, documentation, and reporting.
• Serve as custodian of governance documents, including Board and Committee charters and governance policies ensuring they remain current and properly maintained.
• Provide regular governance updates to the CEO.

Enterprise Risk Management (ERM)

• Lead and manage the Company s ERM Framework and risk assessment process.
• Facilitate the identification and assessment of risks in coordination with Management and risk owners.
• Advise the CEO on major risks and the resources and actions required for their management.
• Maintain the Top Corporate Risks (TCRs) and provide periodic reports to the CEO and Board Audit & Compliance Committee.
• Support risk owners in defining and monitoring mitigation actions and ensure alignment with the ERM Framework.
• Ensure ERM is integrated into strategic planning, decision-making, and key business processes.

Compliance

• Establish and oversee the Company s Compliance Program to ensure adherence to applicable laws, regulations, shareholder requirements, and internal policies.
• Develop and maintain compliance-related policies and ensure they are communicated appropriately.
• Monitor compliance activities across the Company, assess their effectiveness, and report the results to the CEO and Board Audit & Compliance Committee.
• Investigate potential violations of laws, regulations, or Company policies while maintaining confidentiality and objectivity.
• Report to the CEO and Board Audit & Compliance Committee on compliance matters, including investigations, monitoring results, corrective actions, and compliance updates.
• Coordinate with Human Resources regarding disciplinary actions related to compliance violations.
• Oversee compliance with the Company s Code of Conduct and investigate reported breaches.
• Develop the annual Compliance Plan and conduct compliance risk assessments in coordination with relevant departments.

Information Security Oversight

• Maintain oversight of Information Security through review of reports and updates submitted by the CISO.
• Report high-level Information Security matters to the CEO based on information provided by the CISO.

Note: CISO retains full operational and technical responsibility for Information Security and cybersecurity activities