Governance

We are committed to effectively managing risk and operating ethically, compliantly, and transparently. Fostering good governance facilitates the resilient leadership culture we need to meet our sustainability goals and strengthen shareholder value.

BOARD GOVERNANCE ESG GOVERNANCE By-Laws CORPORATE POLICIES Articles of Incorporation

BOARD GOVERNANCE

MANDATE OF THE BOARD

The board of directors of Baytex (the “Board”) is responsible for the stewardship of Baytex and its subsidiaries.

BOARD COMPOSITION

The board of directors of Baytex is currently comprised of ten members: Mark R. Bly, Tiffany (TJ) Thom Cepak, Trudy M. Curran, Eric T. Greager, Don G. Hrap, Angela Lekatsas, Jennifer A. Maki, David L. Pearce, Steve D.L. Reynish and Jeffrey E. Wojahn.

Eric T. Greager is not considered to be independent as he currently serves as our President and Chief Executive Officer. As Chair of the Board, Mark R. Bly is responsible for the overall management of the Board, including ensuring that the Board is organized properly, functions effectively and independently of management and meets its obligations and responsibilities.

BOARD COMMITTEES

Individual directors are appointed by the Board to sit on certain designated committees. Our Board currently has four committees : the Audit Committee, the Human Resources and Compensation Committee, the Nominating and Governance Committee and the Reserves and Sustainability Committee. All four of these committees are comprised solely of independent directors. Each committee has a written mandate outlining its purpose, membership and responsibilities.

ESG GOVERNANCE

The ESG landscape is constantly changing as new regulatory and reporting requirements, technologies, and stakeholder interests arise. To help us proactively identify risks and opportunities in this evolving environment, we have embedded oversight of ESG into our governance structures.

Sustainability: The mandate of our Reserves and Sustainability Reserves Committee includes responsibility for sustainability matters, renaming it the Reserves and Sustainability Committee. This committee meets at least twice per year and reports to the Board after each committee meeting. It has responsibility for the oversight and monitoring of our health, safety, environment, climate, and other sustainability matters, including the setting, benchmarking, and measurement of performance and achievement targets. This committee is comprised of independent directors and meets at least twice annually.

Tied to compensation: Our performance with respect to sustainability matters has been tied to compensation. Our annual bonus scorecard includes ESG targets associated with safety, spills, GHG emissions intensity and the completion of abandonment and reclamation obligations. This annual bonus scorecard is used to determine the annual bonus pool for employees and executives. To make performance visible and increase accountability throughout the company, we share our safety and environmental performance with employees regularly.

Information Security Risk Management: The mandate of our Audit Committee includes oversight for the security of Baytex’s information systems and the information technology used by the company and the CFO has functional responsibility. This committee is comprised of independent directors and meets at least four times annually and at each meeting the committee is provided with an updated security activity register which categorizes the company’s activities according to the Center of Internet Security Controls 20 (CIS 20) best practices. Baytex’s cybersecurity program is modelled after industry standard frameworks and includes ongoing cybersecurity education and awareness training for all employees. Education and training is comprised of testing and periodic engagement of independent third-parties to assess our risk, test our controls and measure the process and maturity of our program against industry benchmarks. To date, Baytex has not experienced any material security breaches and has not purchased an information security risk insurance policy.

MANAGEMENT OF ESG MATTERS

We manage the design and implementation of ESG-related strategies through a multi-disciplinary team that taps into our in-house expertise in data analysis, project development and stakeholder engagement. We rely on our business functions to deliver on our ESG goals.

Environmental Sustainability Team (EST): In 2019, we established our EST, a cross-functional team that plays a key role in managing regulatory change, enhancing our environmental performance and improving our reporting. The team reports twice yearly to the Reserves and Sustainability Committee, supports target setting, and tracks performance against key environmental objectives. The EST has also taken a lead role in working with our business units to translate these decisions into effective sustainability projects on the ground.

Business Functions: To implement our sustainability goals across the organization, we require the collaboration of the following internal groups: Health and Safety; Regulatory and Environment; Integrity Management; Human Resources; Legal; Land (includes Stakeholder Relations) and Investor Relations. These groups execute our strategy, monitor best practices, develop company policies and standards, and support our operations in adhering to these policies and standards.

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By-Laws

CORPORATE POLICIES

Code of Business Conduct and Ethics

Clawback Policy

Diversity Policy

Disclosure, Trading and Confidentiality Policy

Human Rights Policy

Majority Voting Policy

Ownership Guidelines

Whistleblower Policy

Shareholder Engagement Policy

NYSE Statement of Significant Governance Differences

Modern Slavery Statement

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Articles of Incorporation