RECORDS AND INFORMATION Approved by: Vice President, Human Resources & Corporate Resources and Vice President, Treasury & Compliance Date: October 14, 2009 PURPOSE Penn West recognizes that responsible and effective management of its Records is essential to support its business operations and comply with its legal and regulatory obligations. The purpose of this Records and Information Management Policy (the Policy ) is to establish a framework of accountability for the management, retention, preservation and destruction of Penn West Records to ensure that such responsible and effective Records and Information Management is achieved and monitored. This Policy applies to the creation, receipt, use, handling, maintenance, storage and disposition of all Records. DEFINITIONS Document Management System is Penn West s repository for electronic Records. Litigation Hold is the suspension of Penn West s Records and Information Management Program by the Legal Department for those Records that may be relevant to specific active or potential litigation to ensure that relevant Records are not destroyed and that key Employees are notified of document preservation requirements. A Hold applies to Records in existence at the time the duty to preserve arose and those created thereafter. May also need a Tax Hold for years under audit. A Record is any document, data or recorded information, in any media or format, including but not limited to paper, photographs and negatives, microform, maps and drawings, charts, cards, electronic and digitized data, optical records, audio, video and e-mail, whether created, received or maintained by Penn West, which serves to document the organization, functions, policies, In this Policy, Penn West Energy Trust and its subsidiaries, including Penn West Petroleum Ltd., are referred to as Penn West Unless stated otherwise in the Policy, this Policy applies to the Directors, Officers, employees, and contractors (where applicable) of Penn West (referred to collectively as Employees ). 1/5
decisions, procedures, operations, or other activities Penn West. This definition encompasses, without limitation, the following categories of Records: Active Records, which are those Records in frequent use. Sensitive Records, which are Records requiring access authorization due to the sensitivity of the information they contain. Confidential Records, which are Records containing information that must be protected from disclosure. Vital Records, which are Records deemed to be essential for the continuation or resumption of operations in the event of a disaster. Vital Records are critical in maintaining Penn West s legal and financial positions and the fulfillment of obligations to Employees and Shareholders. For clarity, Records excludes, without limitation, personal documents, data and communications of Employees, junk mail/spam, transitory e-mail messages (messages required for only a limited time to ensure the completion of a routine action or the preparation of a subsequent record), published documents, documents without context, duplicates and working drafts that are not required to document the steps in the evolution of a Record. Records and Information Management Program refers to the standards and procedures developed by the Records and Information Management Department to enable Penn West to identify, classify, retain and destroy Records in compliance with the requirements set out in this Policy and the Records Retention Schedule. Records Retention Schedule is a schedule maintained by Penn West s Records and Information Management Department and approved by the Legal Department, which establishes the length of time Records are to be retained to satisfy legal and operational requirements and identifies the department designated as the owner responsible for managing the Record. The Records Retention Schedule shall be posted on the Penn West intranet. POLICY Records are the property of Penn West and may not be removed from its control or destroyed except as permitted under this Policy. Penn West shall implement its Records and Information Management Program and apply its Records Retention Schedule to maintain its Records in accordance with applicable federal and provincial legislative and regulatory obligations and best practices. The Records and Information Management Program shall promote consistency of record-keeping throughout Penn West s operations, assist in minimizing wasteful 2/5
duplication of Records, and enable the confident disposal of Records that are no longer required. Records that require retention in accordance with the Records Retention Schedule must be retained for the full term of their specified retention period and destruction of such Records shall take place under the direction of the Records and Information Management Department only after approval to destroy has been obtained from the following: An appropriate management representative of the designated owner of the Records. This approval attests that Penn West does not have an operational need to continue to retain the Records. The Legal Department, attesting that Penn West has satisfied statutory retention requirements. This approval also confirms that further retention of the Records is not required in connection with outstanding litigation or other legal matters. The Tax Department, attesting that Penn West has satisfied the retention requirements of the Canada Revenue Agency, provincial governments and the IRS and the Records are no longer required for tax audit purposes. A management representative of any other department as may be appropriate to the nature of the Record. Any consideration of the transfer or destruction under the Records Retention Schedule and Records and Information Management Program is subject to any requirements for document preservation as a result of a Litigation Hold. No Employee who has been notified by Penn West of a Litigation Hold may alter or delete a Record that falls within the scope of the Hold. Violation of the Litigation Hold may result in disciplinary action, up to and including dismissal, as well as personal liability. The Records and Information Management Program shall be implemented to ensure the following: Records of Penn West s business activities are created in a suitable format, classified and managed according to the requirements of their classification. Appropriate access to Records is provided for all authorized users. Records, once created, are protected from loss, corruption of data and unauthorized alteration such that the authenticity of the Records and data can be demonstrated. Records can be preserved with integrity to satisfy the requirements of a Litigation Hold. Records will be retained for periods that meet or exceed statutory and operational requirements regardless of changes in format. No Employee will destroy Records requiring retention in accordance with the Records Retention Schedule without approval from the Legal and Tax 3/5
Departments and other departments as may be appropriate to the nature of the Record. Vital Records and Records of long-term value are identified and preserved. Records are securely destroyed when retention is longer required in accordance with the Records Retention Schedule, and documentation of such destruction is maintained in perpetuity. Access to Sensitive Records and Confidential Records is limited to authorized users who are made aware of the sensitive and confidential nature of such Records, as the case may be. RESPONSIBILITIES The Records and Information Management Department shall: Develop and maintain the Records Retention Schedule and obtain approval of the retention periods from the Legal Department. Manage the Records and Information Management Program and update the associated guidelines and procedures. Obtain all required approvals for the destruction of Records. Promote awareness through regular training and communication to assist Employees in: o Understanding the concept of a Record, why Records are o important, and where/why Records are kept. Distinguishing among different types of Records and how they relate to the business of Penn West. Monitor and audit the performance of the Document Management System, as required. The Information Systems and Information Technology Departments jointly shall: Ensure that the Document Management System and other database integrated with the Document Management System are designed so that electronic Records created, received or maintained using Penn West s standard software remain secure, authentic, reliable and usable throughout the duration of the Record s retention period specified in the Records Retention Schedule or in the event of a suspension and preservation as required in the event of a Litigation Hold or otherwise. Maintain a data map showing a current inventory of electronically stored information for the use of the Records and Information Management Department in implementing this Policy. (Unstructured data cannot be maintained by IT and is the responsibility of the owner departments.) 4/5
Destroy data in the Document Management System only upon the direction of the Records and Information Management Department in accordance with this Policy. Promptly and effectively implement any request for a Litigation Hold from the Legal Department. Legal Department must provide a specific list of items to hold. The Legal Department shall: Ensure the accuracy of the Records Retention Schedule and update same in accordance with legislative changes. Review all documentation provided by the Records and Information Management Department proposing the destruction of Records to confirm that Penn West has satisfied all statutory retention requirements and to confirm that further retention of the Records is not required in connection with outstanding litigation or other legal matters. Determine when the duty to preserve Records arises as a result of litigation or potential litigation and in such instance implement a Litigation Hold by advising the appropriate Employees and departments as to which information would be relevant to the litigation and preferred methods for preservation. Instruct the removal of Litigation Hold when no longer required. Monitor and audit the performance of the Litigation Hold system as required. The Tax Department shall review all documentation prior to destruction to confirm that Penn West has satisfied all tax-related retention requirements and the Records are no longer required for tax audit purposes. Each Penn West department is responsible for ensuring that Records created or received by its Employees are organized, accessible and protected in accordance with the guidelines and procedures of the Records and Information Management Program. Each Penn West department, in cooperation with the Records and Information Management Department, shall arrange for the training of its Employees in respect to the Records and Information Management Program. Keith S. Rockley Vice President, Human Resources & Corporate Resources Wendy Henkelman Vice President, Treasury & Compliance October 14, 2009 5/5