Morgan Creek Energy

Corporate Governance Information

Corporate Governance Ideology
Morgan Creek Energy Corp. Board of Directors is assigned with, and responsible for, the oversight of the assets and business affairs of Morgan Creek Energy Corp. in a truthful, fair, conscientious and ethical manner. This Board has long believed that good corporate governance is significant to our fulfilling and obligations to shareholders. We strongly believe that good governance is an expedition, not a target. Therefore, we are committed to reviewing our governance procedures at least annually, with a view to continuous improvement. As our governance processes progress, we will change this document. One thing that we will not change, however, is our commitment to guarantying the integrity of Morgan Creek Energy Corp. in all of its dealings with stakeholders. Our continued focus on leadership in corporate governance is an integral part of fulfilling our commitment to shareholders.

Code of Conduct for the Board of Directors of Morgan Creek Energy Corp.
The members of the Board of Directors of Morgan Creek Energy Corp. Inc. recognize and accept the scope and extent of our duties as directors. We have an accountability to carry out our duties in an honest and businesslike manner and within the scope of our authority, as set forth in the General Corporation Laws of the State of Nevada and in the Certificate of Incorporation and By-Laws of Morgan Creek Energy Corp. We are entrusted with and responsible for the oversight of the assets and business affairs of Morgan Creek Energy Corp. in an honest, fair, conscientious and ethical manner. As Directors we must act within the boundaries of the authority bestowed upon us and with the duty to make and pass informed decisions and policies in the best interests of Morgan Creek Energy Corp. Inc. and its shareholders. The Board of Directors has adopted the following Code of Conduct and our Directors are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follow:

Our Board Members:

• Act honestly, fairly, ethically and with integrity;

• Act in the best interests of, and fulfill their fiduciary obligations to, Morgan Creek Energy Corp’ shareholders;

• Conduct themselves in a professional, courteous and respectful manner;

• Comply with all applicable laws, rules and regulations;

• Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;

• Act in a manner to enhance and maintain the reputation of Morgan Creek Energy Corp.

• Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and refrain from discussion and voting on any matter in which the Director has or may have a conflict of interest;

• Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of Morgan Creek Energy Corp. and its Board of Directors;

• Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, except when authorized or legally required to disclose such information; and

• Not use confidential information acquired in the course of their service as Directors for their personal advantage.

Board Committees & Charters

The Audit Committee
The Audit Committee reviews the performance, and recommends to the Board the selection and retention, of the company’s independent auditors. The Audit Committee reviews with the internal auditors and the independent auditors the overall scope and results of their respective audits, the internal accounting and financial controls and the steps management has taken to monitor and control the Company’s major risk exposure.

The Compensation Committee
The Compensation Committee evaluates the performance of the Company’s Chief Executive Officer in consultation with the outside Directors and recommends his compensation to the Board annually; reviews and approves senior management’s compensation; and establishes compensation guidelines for all other officers. The Committee administers the Company’s incentive compensation and stock option plans and develops compensation policies.

The Governance Committee sets criteria for Board membership; searches for and screens candidates to fill Board vacancies; recommends appropriate candidates for election each year and, in this regard, evaluates individual Director performance; assesses overall Board performance; considers issues regarding Board composition and size; recommends to the Board the compensation paid to outside Directors; and evaluates the Company’s corporate governance process.

The Corporate Responsibility Committee acts in an advisory capacity to the Company’s management with respect to policies and strategies that affect the Company’s role as a socially responsible organization, including, but not limited to, issues pertaining to health and safety, the environment, employee opportunities, consumers and the communities in which the Company does business.

The Board also has an Executive Committee and a Finance Committee. The Executive Committee may exercise most Board powers during the period between Board meetings.

The Finance Committee acts in an advisory capacity to management and the Board on financial matters, including investments and acquisitions, as may from time to time be referred to it by the Board or management.