Exhibit 99.1

March 30, 2022 Management Information Circular 2022 Annual and Special Meeting of Shareholders To be held on May 12, 2022 10:00 a.m. (MDT) Precision Drilling

WELCOME TO OUR 2022 MANAGEMENT INFORMATION CIRCULAR This document includes important information about Precision Drilling Corporation (Precision or the Company) and the business Of Our 2022 Annual and Special Meeting Of Shareholders. The summary starting on page 5 gives you an update on Our performance for the year, Our governance practices and the key elements affecting executive pay for 2021. Please take time to read the Management Information Circular (the Circular) and remember to vote. We look forward to seeing you on May 12, 2022. TABLE OF CONTENTS 1 Letter to Shareholders 3Notice of Our Annual and Special Meeting of Shareholders 4 About Precision 5 Summary of 2021 7 Five Year Overview 9 2021 Corporate Governance Highlights 10 Management Information Circular 11 A - The Annual and Special Meeting 12 Summary Of Business Items 12 Voting 16 Business of the Annual and Special Meeting 25 About the Nominated Directors 25 Director profiles 30 Expectations Of Directors 36 Corporate Director Compensation 38 B - Corporate Governance and Responsibility 39 A Message from the Chair of the Corporate Governance, Nominating and Risk Committee 40 Our Approach to Governance 41 Board Governance 47 Committee Reports 50 Corporate Responsibility 51 Environment 52 Social 54 Governance 58 C - Executive Compensation 59 A Message from the Chair Of the Human Resources and Compensation Committee 63 Compensation Discussion and Analysis 70 2021 Executive Compensation 81 CEO Compensation 88 2021 Compensation Details 97 D - Other Information 100 Appendix A - Board of Directors Charter 103 Appendix B - About DSUs

LETTER TO SHAREHOLDERS

This year’s Annual and Special Meeting of Shareholders of Precision Drilling Corporation will be held at 10:00 a.m. MDT on Thursday, May 12, 2022. Due to pandemic related travel restrictions and public health concerns, we will be holding this year’s meeting in a virtual-only format via live webcast. At the meeting, you will have the opportunity to ask questions and vote on several matters. Attending the virtual meeting provides you with the opportunity to receive an update on our 2021 performance and our strategic priorities going forward. Inside this Circular, you will find important information and instructions about how to participate at our virtual meeting.

The strategic decisions we executed during the 2020 industry collapse and in 2021 not only addressed severe near-term challenges, but also ensured the Company was well positioned to capture opportunities emerging from an industry recovery. The Precision team took action and successfully addressed pandemic-related challenges associated with employee safety, service delivery, cost management and balance sheet preservation, while never losing focus on the health of our operations and ability to respond to demand increases for our High Performance, High Value services. To this end, we have strengthened our balance sheet and expanded our Alpha^TM technologies and emissions-reducing solutions, recently branded as EverGreen^TM. We will focus on retaining our highly skilled field personnel and critical office staff, maintaining our Super Series equipment and enhancing our key customer relationships, resulting in an organization well-positioned for an improving market during 2022.

In 2021, global energy demand began to recover from the 2020 pandemic-related collapse with the recovery periodically delayed by resurgent virus strains throughout the year. Ultimately, the combination of increased oil and natural gas demand and the multi-year period of upstream underinvestment resulted in strengthening commodity prices in the second half of the year, providing a positive backdrop for the oilfield services sector. In Canada, industry activity surpassed pre-pandemic levels as takeaway capacity continued to improve, price differentials shrank, and the preparation for liquified natural gas (LNG) exports progressed. In the U.S., the active rig count gradually rose throughout the year as some producers looked to develop and produce existing fields while exercising stringent capital discipline and prioritizing shareholder returns. We believe our customers’ increased focus on shareholder returns is largely responsible for a breakdown in the traditional correlation between commodity prices and drilling activity, yet we believe this focus will result in a stronger and healthier energy industry over the longer term. Internationally, oilfield activity remained steady with several investment decisions deferred to 2022, providing a base of pent-up demand for oilfield services.

Precision focused on three strategic priorities in 2021: 1) expanding our digital leadership position; 2) maximizing operating leverage and strengthening our balance sheet; and 3) ensuring our growing ESG initiatives were recognized as a key competitive differentiator. Management has consistently succeeded in achieving the targets set out in our annual strategic priorities.

We succeeded in delivering on these priorities. We leveraged our high-quality, digitally-enabled Super Series fleet and lean cost structure to generate cash flow and reduce debt by $115 million, achieving approximately $665 million in debt reduction since the beginning of 2018. Furthering our Alpha^TM digital strategy, Precision ended the year with 47 Alpha^TM enabled Super Triple drilling rigs and increased paid AlphaAutomation^TM days of 123% year-over-year. Finally, in addition to publishing our 2nd Corporate Responsibility Report and achieving several internal ESG milestones, Precision launched the EverGreen^TM brand of environmental solutions and experienced strong uptake from customers in various emissions reducing and emissions tracking technologies. We invite you to read more about our Corporate Responsibility activities and priorities beginning on page 50.

The Russian invasion of Ukraine is producing a humanitarian tragedy resulting in unimaginable suffering for millions of people. As of the end of March 2022, the war continues and several countries have instituted severe economic sanctions upon Russia with the goal to reduce Russia’s capacity to participate in the global economy. These sanctions, combined with Russia’s decisions to limit exports of certain goods and commodities, and physical disruption of supply lines due to warfare, have challenged global supply chains across numerous industries. The supply chain disruptions accelerated existing price increases as economies continue to emerge from the COVID-19 pandemic, prompting worldwide inflation concerns. Although the outcome and long-term impact of the war is unknown, we recognize potential real-time and future impacts on our business. Outside of the Middle East, we do not have operations in Asia. Further, we do not operate in Russia, Ukraine or other countries in Europe. However, we are actively monitoring and taking action to reduce the impact of these disruptions on our ability to provide services to our customers.

Precision’s management and Board believe the Company is well-positioned to capitalize on the improving energy industry and opportunities for the oilfield services sector in 2022. Precision’s strategic focus on Super Series equipment, investing in our people, and commercially deploying digital and emissions reducing technologies will continue to serve as competitive differentiators as we address a more active market.

Please Read this Circular

This Circular includes important information that will help you decide how to vote your shares.

This year we are asking you to elect eight directors to the Board for a term of one year. All of our nominees are qualified and experienced and have agreed to stand for election. You can read about each nominee beginning on page 25.

You will also have an opportunity to participate in our ‘say-on-pay’ advisory vote. We have held this advisory vote every year since 2011 as we believe it is an important way to engage our shareholders and to receive direct and regular feedback on our approach to executive compensation. Historically, we have received consistently high shareholder voter turnout and strong support. However, in 2021 our advisory vote received only 42% shareholder support, with only 52% of the shares outstanding voting. Our Board and Human Resources and Compensation Committee (HRCC) consider this result to be unacceptable and have taken actions to re-engage with shareholders and adjust our compensation plans. As a result of feedback received from shareholders, we made several changes to executive compensation in 2021. You can read more about these changes in the message from the Chair of the Human Resources and Compensation Committee beginning on page 59, and the compensation discussion and analysis section beginning on page 63.

You will also vote on the reconfirmation and continuation of our shareholder rights plan and on the approval of amendments to our Omnibus Equity Incentive Plan (Omnibus Plan).

In 2019, shareholders approved our amended and restated shareholder rights plan, that must be reconfirmed every three years to continue. You can read more about our shareholder rights plan beginning on page 18.

Our Omnibus Plan was approved by shareholders in 2017, and we are seeking shareholder approval to amend the Omnibus Plan to increase the number of common shares available for issuance by 200,000 common shares (which is 1.47% of the current outstanding shares) and make other changes described in this Circular. You can read more about the proposed amendments to the Omnibus Plan beginning on page 21.

Your Vote Is Important

Your vote is very important to us. This is your opportunity to voice your opinion and vote on matters of key importance to our Company.

No matter how many shares you own, you can vote your shares by attending the virtual meeting, using the enclosed proxy form, or voting instruction form to vote by proxy. If you have any questions about voting, please contact our proxy solicitor, TMX Investor Solutions Inc. (toll-free in North America) 1.800.761.6578 or 1.201.806.7301 (to call collect from outside North America). You may also send an email to info_tmxis@tmx.com.

In Closing

These are particularly challenging times for the world, and we appreciate the hard work and dedication of our Passionate People across the Precision organization. We have complete confidence in the value created by our adherence to Precision’s Core Values, the deployment of our Super Series rig fleet, Alpha^TM technologies, EverGreen^TM suite of environmental solutions, and our operational support systems.

We are extremely proud of our standing as a leading North American drilling company with global diversification, a strong liquidity position and an excellent customer base. We have an experienced management team committed to our stakeholders and dedicated to growing equity value for our shareholders. We are confident in Precision’s ability to successfully navigate through any challenges and opportunities in 2022, while continuing to strengthen our position as a leading provider of services to the oil and natural gas industry.

Please remember to vote. We thank you for your continued confidence and look forward to the virtual meeting on May 12, 2022, which will be available at https://web.lumiagm.com/275227875.

Sincerely,

NOTICE OF OUR 2022 ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS

Your Vote is Important This Annual and Special Meeting is your opportunity to voice your opinion on important issues concerning the operations of our company. Shareholders are encouraged to exercise their right to vote. Voting contributes to the good governance of the Company and safeguards your investment from the possible activism or organized groups of minority shareholders who seek to exploit low polls. The attached Management Information Circular includes important information about what the 2022 Annual and Special Meeting of Shareholders will cover, how to vote, our governance practices, and executive compensation at Precision Drilling Corporation. This year, we will be holding the meeting in a virtual-only format via live audio webcast available at https://web.lumiagm.com/275227875 where registered shareholders and duly appointed proxyholders can participate, vote, or submit questions during the meeting. By order of the Board of Directors, /s/ Veronica H. Foley Veronica H. Foley Chief Legal and Compliance Officer Precision Drilling Corporation Calgary, Alberta March 30, 2022 Business Items When 1 Receive the audited consolidated financial statements and report of the auditors for the year ended December 31, 2021 May 12, 2022 Mountain Daylight Time (MDT) 2 Elect the directors 3 Appoint the auditors and authorize the directors to set the auditors' fees Where Virtual-only meeting via live audio webcast online at https://web.lumiagm.com/275227875 4. Participate in our 'say on pay' advisory vote 5 Approving a resolution, the full text of which is set forth in the Circular, approving the reconfirmation and continuation of our shareholder rights plan 6 Approving a resolution, the full text of which set forth in the Circular, 6. approving amendments to the Omnibus Equity Incentive Plan (Omnibus Plan) described in this Circular Precision 7 Other business DRILLING When May 12, 2022 10:00 a.m. Mountain Daylight Time (MDT) Where Virtual-only meeting via live audio webcast online at https://web.Iumiagm.com/275227875

ABOUT PRECISION

Precision Drilling Corporation provides onshore drilling, completion and production services to exploration and production companies in the oil and natural gas and geothermal industries. We offer customers access to an extensive fleet of high-efficiency Super Series drilling rigs, further enhanced by our commercialized and industry-leading Alpha^TM technologies. Precision has partnered with several industry leaders to develop its digital portfolio consisting of AlphaAutomation^TM, AlphaApps^TM and AlphaAnalytics^TM, which delivers efficient, predictable and repeatable results through enhanced drilling performance.

From our founding as a private drilling contractor in 1951, Precision has grown to become one of the most active drillers in North America. Our High Performance, High Value competitive advantage is underpinned by four distinguishing features:

The summary below gives a snapshot of Precision – what we do and what we do not do.

We established the following strategic priorities for 2022:

SUMMARY OF 2021

In 2021, the continued rise in global energy demand, sustained periods of strong commodity prices and the multi-year period of upstream underinvestment provided a promising backdrop for the oilfield services industry. In Canada, industry activity surpassed pre-pandemic levels as takeaway capacity continued to improve, price differentials shrank and the startup of LNG exports is expected in the medium term.

Oil and natural gas prices were dynamic in 2021 as the world economy continued to recover from the COVID-19 pandemic. In the U.S., WTI averaged US$67.91 per barrel, an increase of 72% from the prior year, and Henry Hub natural gas prices increased 75% to average US$3.72 per MMBtu. Precision achieved record market share levels in Canada throughout the year of approximately 33% and sustained strong market share in the U.S. of approximately 9%.

Precision’s vision is to be globally recognized as the High Performance, High Value provider of digital and environmentally optimized land drilling services. Our mission is to deliver High Performance through Passionate People supported by quality business systems, drilling technology, equipment and infrastructure designed to optimize results and reduce risks. We create High Value by operating safely and sustainably, lowering our customers’ risks and costs while improving efficiency, developing our people, and striving to generate superior financial returns for our investors.

We work toward this vision and support it by defining and measuring our results against strategic priorities. Precision has a multi-year track record of clearly defining and delivering on our strategic initiatives.Our 2021 strategic priorities and the effectiveness of our strategic initiatives are summarized below.

In this Circular, we use certain non-GAAP financial measures and ratios to assess our performance and provide important supplemental information to investors. Adjusted EBITDA, Funds Provided by (Used in) Operations, and Return on Capital Employed do not have standardized meanings as prescribed by International Financial Reporting Standards (IFRS), and therefore may not be comparable with similar measures presented by other issuers. For more information about these measures, see page 97 of this Circular or page 44 of our 2021 Annual Report on our website (www.precisiondrilling.com) and available on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

TORONTO STOCK EXCHANGE(TSX) Volume (millions) Price (CDN$) Share Price (CDN$) Volume (000’s) $80 1,000 $70 900 $60 800 $50 700 $40 600 $30 500 $20 400 300 200 100 0 January February March April May June July August September October November December   NEW YORK STOCK EXCHANGE(NYSE) Volume (millions) Price (US$) Share Price (US$) Volume (000’s) $50 1,000 $40 900  $30 800 $20 700 $10 600 500 400 300 200 100 0 January February March April May June July August September October November December

FIVE YEAR OVERVIEW

In the previous five years, management and the Board have set strategic priorities that are aligned with current market conditions, which have had a direct impact on our short and long-term goals. Management has consistently succeeded in achieving the targets set out in these annual strategic priorities.

2021

In 2021, Precision continued to proactively respond to the COVID-19 pandemic by implementing our comprehensive safety protocols to protect the health and welfare of our people and other stakeholders. Once again, we did not suffer any material shutdowns, interruption of services or capability reductions due to the pandemic. In September, we implemented a vaccination and testing policy to ensure that our employees continue to work in a safe environment.

In June 2021, we completed a US$400 million offering of 6.875% unsecured senior notes due in 2029 (2029 Notes) in a private placement. Net proceeds (and unutilized capacity under our syndicated senior credit facility (the Senior Credit Facility)) were used to redeem all outstanding 7.75% senior notes due 2023 (2023 Notes) and 5.25% senior notes due 2024 (2024 Notes).

On June 18, 2021, we amended our Senior Credit Facility to extend the maturity to June 2025, in addition to an extension and amendment of certain covenant relief provisions from our lenders.

On July 14, 2021, we published our second annual Corporate Responsibility Report that documents our progress in ESG efforts and outlined our ESG strategies, focus areas and performance. We also announced the creation of our Environmental (E) and Social (S) Teams, both comprised of well-qualified and diverse leaders from across the organization who focus on coordinating and developing strategies, plans and technologies to reduce environmental impacts and enhance our social programs and outreach.

On July 14, 2021, we announced the brand launch of our EverGreen^TM suite of environmental solutions, bolstering our commitment to reducing the environmental impact of oilfield operations. Our EverGreen^TM suite of environment solutions is comprised of EverGreenMonitoring^TM, EverGreenEnergy^TM and EverGreen^TM Fuel Cell.

On July 23, 2021, we divested our directional drilling business to Cathedral Energy Services, Ltd. (Cathedral) for $6,350,000. The transaction included the sale of operating assets and personnel from our directional drilling business (including our operations facility in Nisku, Alberta) and Precision’s investment of $3 million in Cathedral. In addition, Precision and Cathedral entered into a strategic marketing alliance to support mutual business and technology initiatives. The purchase price was satisfied through the issuance by Cathedral to Precision of 13,400,000 common shares along with warrants for an additional 2,000,000 common shares. Precision was also granted the right to nominate a member of Cathedral’s board of directors pursuant to an investor rights agreement, resulting in the appointment of Shuja Goraya, our Chief Technology Officer.

On August 27, 2021, we renewed our NCIB through the facilities of the TSX and NYSE. The NCIB allows us to buy back up to 1,317,158 shares, representing 10% of our public float, by August 26, 2022. During the year, we repurchased and cancelled 155,168 shares for approximately $4.3 million. These repurchases were funded from cash flow and accounted for approximately 1.2% of our available public float.

Our 2021 targeted debt reduction range was $100 million to $125 million. We ended 2021 with a total of $115 million of debt reduction, exceeding the low end of our targeted range by $15 million. During 2021, we redeemed and retired the outstanding amounts of our 2023 Notes and 2024 Notes using net proceeds of our 2029 Notes issuance and drawings on our Senior Credit Facility.

2020

Precision responded to the pandemic throughout 2020 by implementing comprehensive safety protocols to protect the health and welfare of our people and stakeholders from the risks of COVID-19. As a result of acting quickly and aggressively, Precision did not suffer any shutdowns, interruption of services, or any capability reductions due to the pandemic.

On April 9, 2020, we amended our Senior Credit Facility to obtain certain covenant relief from our lenders to March 2022.

On August 27, 2020, we renewed our NCIB through the facilities of the TSX and NYSE. The NCIB allowed us to buy back up to 1,199,883 million shares, representing 10% of our public float, by August 26, 2021. During 2020, we repurchased and cancelled 420,588 shares (on a post-consolidation basis) for approximately $11 million. These repurchases were funded from cash flow and account for approximately 3.5% of our available public float.

In October 2020, we published our first Corporate Responsibility Report and conducted a materiality assessment to identify material areas of focus.

On November 12, 2020, we implemented a 20:1 share consolidation which resulted in 13,459,593 shares outstanding as of December 31, 2020.

Our 2020 targeted debt reduction range was $100 million to $150 million. During 2020, we retired the remainder of our 6.5% unsecured senior notes due 2021 (2021 Notes) with total redemptions of US$88 million. We also repurchased and cancelled US$3 million of the 2021 Notes, US$59 million of the 2023 Notes, US$44 million of 2024 Notes, and US$22 million of the 7.125% unsecured senior notes due in 2026 (2026 Notes). We ended 2020 with a total of $171 million of debt reduction, exceeding the high end of our targeted range by approximately $21 million.

2019

During the year, we divested several non-core assets, including five idle rigs in Mexico, snubbing assets and our Terra Water Treatment Systems business.

In July, our sixth rig in Kuwait commenced drilling operations.

In August, we launched our NCIB authorizing us to repurchase up to 29.2 million common shares (pre-consolidation) by August 2021. We used the NCIB to repurchase and cancel 16.5 million common shares (pre-consolidation) for $26 million.

In November, we negotiated a one-year extension of our Senior Credit Facility to November 2023.

In November, we introduced our Alpha^TM technologies, including AlphaAutomation^TM, AlphaApps^TM, and AlphaAnalytics^TM. We also announced full commercialization of our 34 AlphaAutomation^TM systems deployed throughout North America.

In 2019, we redeemed US$75 million principal amount of the 2021 Notes, and repurchased and cancelled US$5 million of the 2023 Notes, US$43 million of the 2024 Notes, and US$30 million of the 2026 Notes.

We reduced our long-term debt by $205 million.

2018

In July, we announced the award of a new build drilling rig in Kuwait under a five-year contract with an optional one-year extension.

In November, we negotiated a one-year extension of our Senior Credit Facility to November 2022.

During the year, we redeemed US$80 million and repurchased and cancelled US$3 million principal amount of our 2021 Notes and repurchased and cancelled US$49 million of our 2024 Notes.

We reduced our long-term debt by $174 million.

2017

In January, we negotiated certain covenant relief provisions under our Senior Credit Facility and reduced the size of the facility from US$550 million to US$525 million.

In November, we closed a private offering of US$400 million of 2026 Notes to fund a tender offer (and redemption for the portion not tendered) of our existing debt and extend our maturity profile while preserving our undrawn Senior Credit Facility.

In November, we further negotiated certain covenant relief under our Senior Credit Facility, reduced the size of the facility from US$525 million to US$500 million and extended the maturity to November 2021.

We reduced our long-term debt by $52 million.

2021 CORPORATE GOVERNANCE HIGHLIGHTS

Board Independence Board and Committee Meetings Director Elections 7 of 8 Independent Directors 8 Board Meetings Annual Frequency of Board Elections All Independent Board Committees 8 Independent Director-Only Sessions Majority Voting Standards for Uncontested Elections Steven W. Krablin Independent Board Chair 5 Audit Committee Meetings 9 Average Board Tenure in Years 4 Corporate Governance, Nominating, and Risk Committee Meetings 5 Human Resources and Compensation Committee Meetings Evaluating and Improving Board Performance Susan M. Mackenzie HSE & Corporate Responsibility Council Member Aligning Director and Shareholder Interests YES Board Committee Evaluations YES Director Equity Grants YES Board Orientation Dr. Kevin O. Meyers HSE & Corporate Responsibility Council Member YES Director Stock Ownership Guidelines

MANAGEMENT INFORMATION CIRCULAR

You have received this Management Information Circular because you owned Precision shares on March 23, 2022, the record date for the meeting, and are entitled to vote your shares at our Annual and Special Meeting on May 12, 2022 beginning at 10:00 a.m. MDT. To deal with the public health impact of COVID-19, we decided to hold this year’s meeting in a virtual-only format via live audio webcast. You can access the meeting at https://web.lumiagm.com/275227875. You will be able to attend via an online platform that will allow you to ask questions, vote and participate electronically in real time. As with a physical meeting, only registered shareholders and duly appointed proxyholders who have standing at the meeting will be able to address the meeting and ask questions during the formal conduct of business.

A - THE ANNUAL AND SPECIAL MEETING

SUMMARY OF BUSINESS ITEMS

Time and Date – 10:00 a.m. MDT on May 12, 2022  Virtual Attendance – https://web.lumiagm.com/275227875

VOTING

Who Can Vote

As of March 23, 2022, we had 13,589,695 common shares and no preferred shares outstanding.

Principal Holders of Precision Shares

Our directors and executive officers are aware of one organization that owns or controls 10% or more of our outstanding shares.

Fidelity Investments, a U.S.-based multinational financial services organization, owns, through its affiliates, 1,397,931 Precision shares, representing approximately 10.51% of our outstanding shares.

How to Vote

You can vote by proxy, or vote at the meeting by completing a ballot online during the meeting, as further described under “Attending and Participating at the Meeting.” Note that the voting process is different for registered and beneficial (non-registered) shareholders.

You are a registered shareholder if you hold Precision shares in your own name and have an actual share certificate. Your package includes a proxy form.

If you want to appoint someone else to be your proxyholder, cross out the names of the Precision proxyholders on your proxy form and print the name of the person you are appointing. Send the completed form to Computershare.

Make sure the person is aware they must attend the meeting online and vote your shares for you. Your proxyholder must vote for or against, or withhold your vote, according to your instructions. See “Attending and Participating at the Meeting” for details on how to vote at the meeting.

Computershare must receive your instructions by 10:00 a.m. MDT on May 10, 2022. If the meeting is postponed or adjourned, they must receive the instructions by 10:00 a.m. MDT two business days before the adjourned or postponed meeting is reconvened. The Chair of the Board has sole discretion to waive or extend the proxy cut-off time without notice.

Changing Your Vote

If you have already voted by proxy, you can revoke your proxy or change your vote. You can do this at any time up, until the start of the meeting. If you have followed the process for attending and voting at the meeting online, voting at the meeting online will revoke your previous proxy.

If you voted by phone or on the internet, you can submit a new vote. The new vote will revoke your earlier vote.

If you submitted your proxy form by mail, send a written notice by 10:00 a.m. MDT on May 10, 2022 to our registered office at:

Precision Drilling Corporation

Suite 800, 525 – 8th Avenue SW

Calgary, Alberta T2P 1G1

If the meeting is postponed or adjourned, we must receive your notice by 10:00 a.m. MDT two business days before the postponed or adjourned meeting is reconvened or you must vote at the postponed or adjourned meeting online. You may change your vote only in respect of items of business that have not yet been voted on.

You can also change or revoke your vote in any other way the law allows. The notice can come from you, or from your legal representative if he or she has your written authorization. If a corporation owns the shares, the notice must be under the corporate seal or from an authorized officer or representative.

Registering your Proxyholder to Participate at the Meeting

Shareholders who wish to appoint a third party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, shareholders MUST visit www.computershare.com/Precision by 10:00 a.m. MDT on May 10, 2022 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

For U.S. beneficial shareholders, to attend and vote at the virtual meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare
100 University Avenue

8^th Floor

Toronto, Ontario

M5J 2Y1  

OR

Email at uslegalproxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than 10:00 a.m. MT on May 10, 2022. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Annual and Special Meeting and vote your shares at https://web.lumiagm.com/275227875 during the meeting. Please note that you are required to register your appointment at www.computershare.com/Precision.

Attending and Participating at the Meeting

The meeting will be hosted virtually by way of a live webcast. Shareholders will not be able to attend the meeting in person. A summary of the information shareholders will need to attend the online meeting is provided below. The meeting will begin at 10:00 a.m. MT on May 12, 2022.

Shareholders and duly appointed proxyholders and guests can attend the meeting online by going to https://web.lumiagm.com/275227875.

Registered shareholders and duly appointed proxyholders can participate in the meeting (vote and submit questions) by clicking “I have a login” and entering a Username and Password before the start of the meeting.

Voting at the meeting will only be available for registered shareholders and duly appointed proxyholders. Non-registered shareholders who have not appointed themselves may attend the meeting by clicking “I am a guest” and completing the online form.

Beneficial shareholders who have not appointed themselves as proxyholder and who do not have a 15-digit control number or Username will only be able to attend as a guest which allows them to listen to the meeting; however, they will not be able to vote or submit questions.

You will be able to participate in the meeting using an internet-connected device such as a laptop, computer, tablet or mobile phone. In order to run the meeting platform, you will need the latest version of Chrome, Safari, Edge or Firefox, that are running the most updated version of the applicable software plugins and that meet the minimum system requirements.

If you are accessing the meeting, you must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting. Note that if you lose connectivity once the meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Even if you plan to attend the meeting, you should consider voting your shares in advance so that your vote will be counted in case you later decide not to attend the meeting or in the event that you experience any technical difficulties and are unable to access the meeting and vote for any reason.

Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the meeting website may visit the website https://web.lumiagm.com/275227875 for additional information.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username.

Voting at the Meeting

A registered shareholder or a beneficial shareholder who has appointed themselves or a third-party proxyholder to represent them at the meeting, will appear on a list of shareholders prepared by Computershare, the transfer agent and registrar for the meeting. To have their shares voted at the meeting, each registered shareholder or proxyholder will be required to enter their control number or Username provided by Computershare at https://web.lumiagm.com/275227875 prior to the start of the meeting. In order to vote, non-registered shareholders who appoint themselves as a proxyholder MUST register with Computershare at www.computershare.com/Precision after submitting their voting instruction form in order to receive a Username (please see the information under the headings “Registering your Proxyholder to participate at the Meeting” for details).

If you are using a 15-digit control number to login to the online meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the meeting as a guest.

Without a Username, proxyholders will not be able to vote at the meeting.

BUSINESS OF THE ANNUAL AND SPECIAL MEETING

Our audited consolidated financial statements for the year ended December 31, 2021 (2021 Consolidated Financial Statements) will be presented at the meeting. The Board has approved the 2021 Consolidated Financial Statements and no vote is required. However, you will have an opportunity to ask questions at the meeting.

We mailed our 2021 Consolidated Financial Statements to all registered shareholders and to beneficial shareholders who requested them. You can find them and the management’s discussion and analysis (MD&A) in our 2021 Annual Report on our website (www.precisiondrilling.com) and on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

You can vote on electing eight directors to our Board for a one-year term:

Our articles of incorporation state that we must have between one and 15 directors on our Board. The Board has decided that there will be eight directors this year. The Corporate Governance, Nominating and Risk Committee (CGNRC) believes the eight nominated directors represent an appropriate mix of skills and experience and other qualities required for serving on our Board. All the nominees currently serve on the Board and you can read about each of them in the director profiles beginning on page 25.

You can vote for all the nominated directors, vote for some and withhold votes for others, or withhold votes for all of them. If you are voting by proxy and do not appoint someone to serve as your proxyholder, the Precision representatives named in the proxy form will vote your shares for electing each nominated director unless you provided different instructions.

All the nominees meet the Board’s independence criteria except for Mr. Neveu because of his role as our President and Chief Executive Officer.

Each director will serve until the end of the next annual general meeting, unless he or she resigns, and a successor is elected or appointed. If a nominee withdraws his or her name, you or your proxyholder can vote for another nominated director.

You can vote on reappointing the auditors and authorizing the Board to set their fees.

The Board recommends that KPMG LLP, Chartered Professional Accountants (KPMG), be appointed as our auditors until the next annual general meeting. Representatives of KPMG will be at the meeting to answer any questions. KPMG has been our auditors for more than five years, and we believe their re-appointment is in the best interests of Precision and our shareholders.

Auditor Independence

The independence of the auditors is essential to maintaining the integrity of our financial statements. We comply with Canadian securities laws relating to the independence of external auditors, services they can perform, and fee disclosure. We also comply with the provisions of the United States (U.S.) Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the accounting and corporate governance rules adopted by the U.S. Securities and Exchange Commission (SEC) that set out services that cannot be provided by external auditors.

The table below shows the fees billed to us and our affiliates for professional services provided by KPMG in the last two fiscal years.

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board, that the Shareholders accept the approach to executive compensation disclosed in Precision’s Management Information Circular delivered in advance of the 2022 Annual and Special Meeting of Shareholders.”

While this is an advisory vote and the results are not binding on the Board, the vote is an important part of our ongoing engagement with shareholders about executive compensation and governance matters.

The Board will take the voting results and other feedback into account when considering its approach to executive compensation in the future. If a significant number of shareholders oppose the resolution, members of the Board will meet with shareholders to understand their concerns and review our approach to compensation in the context of these concerns.

We have typically received strong support from our shareholders, with an average vote of 88% in favour of our approach to executive compensation over the past ten years. In 2021, we received 42% in favour of our approach to executive compensation, which is deemed unacceptable by the Board and the Human Resources and Compensation Committee. As a response, the Board conducted extensive shareholder outreach following the vote and modified our executive compensation programs, as detailed in our Compensation Discussion and Analysis beginning on page 63. The Board and the Human Resources and Compensation Committee continue to monitor developments in executive compensation to ensure that our compensation practices and decisions and compensation risk oversight are appropriate.

You will be asked to approve the reconfirmation and continuation of our amended and restated shareholder rights plan agreement dated as of May 3, 2019 (the shareholder rights plan), between Precision and Computershare (the Rights Agent) as described more fully below. The shareholder rights plan must be reconfirmed every three years to continue.

For our shareholder rights plan to be reconfirmed and continue in effect after the meeting, we must receive an affirmative vote of a majority of the votes cast by Precision shareholders voting as a group, and the Precision shareholders who qualify as independent shareholders under our shareholder rights plan voting as a group. “Independent Shareholders” is defined in our shareholder rights plan and is, in effect, all holders of our shares, excluding any person who owns 20% or more of our shares, any person who has announced an intention to make or who is making a take-over bid, affiliates, associates and persons acting jointly or in concert with the excluded persons, or under any employee benefit plan, deferred profit sharing plan, stock participation plan and any similar plan for the benefit of our employees, unless the beneficiaries of the plan direct the manner in which their shares are to be voted or direct whether the shares are to be tendered to a take-over bid. We are not currently aware of any Precision shareholders who would not qualify as Independent Shareholders under our shareholder rights plan and accordingly the resolution will require the affirmative vote of a majority of the votes cast by Precision shareholders.

We are not proposing the reconfirmation and continuation of our shareholder rights plan in response to, or in anticipation of, a pending, threatened or proposed acquisition or take-over bid. It is also not intended as a means to prevent a take-over of Precision, secure our management team or the Board, or deter fair offers for Precision shares.

Purpose of our Shareholder Rights Plan

Notwithstanding the 2016 amendments to the Canadian take-over bid regime, which, among other changes, lengthened the minimum bid period for a take-over bid to 105 days (or such shorter period as permitted by appliable law) and introduced a minimum tender requirement for take-over bids of more than 50% of the outstanding securities held by disinterested securityholders, there continues to be a role for rights plans in preventing unequal treatment of shareholders. Some concerns include:

The primary objectives of our shareholder rights plan are to ensure, to the extent possible, that all holders of our shares are treated equally if there is a take-over bid for our shares. Our shareholder rights plan addresses the issues relating to lock-ups and creeping bids described above and encourages a potential acquiror to proceed either by way of a Permitted Bid (as defined in our shareholder rights plan and described below), which requires the take-over bid to satisfy certain minimum standards designed to promote fairness (including that the bid must remain open for acceptance for at least 105 days), or with the concurrence of our Board.

Summary of our Shareholder Rights Plan

The following is a summary of our shareholder rights plan. For greater certainty, the shareholder rights plan agreement will govern in the event of any conflict between the provisions of the agreement and this summary. The shareholder rights plan is available under our company profile on SEDAR (www.sedar.com) as a filing made on May 7, 2019, or you can ask for a copy by contacting our Corporate Secretary.

Precision Drilling Corporation

Suite 800, 525 – 8th Avenue SW

Calgary, Alberta, Canada T2P 1G1

Attention: Corporate Secretary

Email: corporatesecretary@precisiondrilling.com

Telephone: 403.716.4500

Fax: 403.264.0251

Term and Expiration

Our shareholder rights plan expires at the Expiration Time, which is defined as the earliest of: (i) the date on which Rights (as defined below) are redeemed (the Termination Time), and (ii) the termination of the annual meeting of Precision shareholders in the year 2022 or, if the continued existence of our shareholder rights plan agreement is ratified at the annual meeting by resolution passed by a majority of votes cast by holders of Precision shares voting as a group and Independent Shareholders voting as a group, thereafter at the termination of every third annual meeting (unless continued existence of our shareholder rights plan agreement is ratified at such annual meeting by resolution passed by a majority of votes cast by holders of Precision shares voting as a group and Independent Shareholders voting as a group).

Issue of Rights

One right (a Right) was issued by Precision for each Precision share that was outstanding at the close of business June 1, 2010, the effective date of our shareholder rights plan (the Effective Date), and for each additional Precision share that has been issued since then. One Right will be issued for each additional Precision share issued following the continuation of our shareholders rights plan and prior to the earlier of the Separation Time (as defined below) and the Expiration Time.

The issuance of the Rights is not dilutive and will not affect reported earnings or cash flow per Precision share unless the Rights separate from the underlying Precision shares in connection with which they were issued and become exercisable or are exercised.

The issuance of the Rights will also not change the way Precision shareholders currently trade their Precision shares and is not intended to interfere with Precision’s ability to undertake equity offerings in the future.

Rights Exercise Privilege

The Rights will separate from our shares, unless delayed by the Board, and will be exercisable 10 trading days (the Separation Time) after a person has acquired, or begun a take-over bid to acquire, 20% or more of our shares, other than by an acquisition pursuant to a take-over bid permitted by our shareholder rights plan (a Permitted Bid). The acquisition by any person (an Acquiring Person) of 20% or more of our shares, other than by way of a Permitted Bid, is referred to as a “Flip-in Event.” Any Rights held by an Acquiring Person will become void if a Flip-in Event occurs.

Permitted Bid Requirements

The requirements for a Permitted Bid include the following:

A competing take-over bid that is made while a Permitted Bid is outstanding and satisfies all of the criteria for Permitted Bid status, except that it may expire on the same date (which may be less than 105 days after the bid has started) as the Permitted Bid that is outstanding, will be considered to be a Permitted Bid for the purposes of our shareholder rights plan.

Permitted Lock-Up Agreement

A person will not become an Acquiring Person by reason of entering into an agreement (a Permitted Lock-Up Agreement) with a Precision shareholder under which the Precision shareholder (the Locked-Up Person) agrees to deposit or tender its Precision shares to a take-over bid (the Lock-Up Bid) made by that person, provided that the agreement meets certain requirements, including that:

Certificates and Transferability

Before the Separation Time, the Rights will be evidenced by a legend imprinted on Precision share certificates representing Precision shares issued after the Effective Date.

From and after the Separation Time, Rights will be evidenced by separate certificates or book entries.

Before the Separation Time, Rights will trade together with, and will not be transferable separately from, the Precision shares in connection with which they were issued. From and after the Separation Time, Rights will be transferable separately from the Precision shares.

Waiver

The Board, acting in good faith, may, before a Flip-in Event occurs, waive the application of our shareholder rights plan to a particular Flip-in Event where the take-over bid is made by a take-over bid circular to all holders of our shares. If the Board exercises the waiver power for one take-over bid, the waiver will also apply to any other take-over bid for our shares made by a take-over bid circular to all holders of our shares prior to the expiry of any other bid for which our shareholder rights plan has been waived.

The Board may also waive the application of our shareholder rights plan for a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered the Flip-in Event thereafter reduces its beneficial holdings below 20% of the outstanding Precision shares within 14 days or a date determined by the Board.

Each Right (other than those held by an Acquiring Person) entitles the holder to purchase additional Precision shares at a substantial discount to their prevailing market price at the time.

With shareholder approval, the Board may waive the application of our shareholder rights plan to any other Flip-in Event prior to its occurrence.

Redemption

Rights are deemed to be redeemed following completion of a Permitted Bid (including a competing Permitted Bid) or any other take-over bid for which the Board has waived the application of our shareholder rights plan.

With shareholder approval, the Board may also, prior to the occurrence of a Flip-in Event, elect to redeem all (but not less than all) of the then outstanding Rights at a nominal redemption price of $0.00001 per Right.

Exemptions for Investment Advisors, etc.

Investment advisors (for client accounts), mutual funds, trust companies (acting in their capacity as trustees or administrators), statutory bodies whose business includes the management of funds (for employee benefit plans, pension plans, or insurance plans of various public bodies), and administrators or trustees of registered pension plans or funds and agents or agencies of the Crown, which acquire more than 20% of the outstanding Precision shares, are effectively exempted (through the definition of “beneficial ownership” under our shareholder rights plan) from triggering a Flip-in Event provided that they are not in fact making, either alone or jointly or in concert with any other person, a take-over bid.

Directors’ Duties

Our shareholder rights plan will not in any way lessen or affect the duty of the Board to act honestly and in good faith with a view to the best interests of Precision. In the event of a take-over bid or any other such proposal, the Board will still have the duty to take such actions and make such recommendations to Precision shareholders it deems appropriate.

Amendments

Any amendments to our shareholder rights plan will be subject to the approval of a majority of Precision shareholders voting as a group, and Independent Shareholders voting as a group, in each case, in person or by proxy at the applicable meeting, unless to correct any clerical or typographical error or (subject to confirmation at the next meeting of Precision shareholders) make amendments that are necessary to maintain our shareholder rights plan’s validity as a result of changes in applicable legislation, rules or regulations.

Any amendments will also be subject to the approval of the TSX.

If the reconfirmation and continuation of our shareholder rights plan is not approved by shareholders at the meeting, all outstanding Rights will be redeemed at the redemption price of $0.00001, and the plan will subsequently terminate.

If the reconfirmation and continuation of our shareholder rights plan is approved, it will remain in effect, unless terminated in accordance with its terms, until our annual meeting of shareholders in 2025.

The text of the ordinary resolution, which remains subject to amendments, variations or additional text as may be approved at the meeting, is set forth below:

“BE IT RESOLVED, that:

Overview

Attracting, retaining and motivating specialized talent is critical to achieving our strategic and operating goals, including our goal to increase shareholder value. Equity-based and performance-based compensation issued pursuant to our Omnibus Plan (each, an Award) are key components of our compensation package. We believe that the ability to grant these types of awards allows us to remain competitive in the global marketplace and enables us to link executive compensation to Company performance as well as attract, retain and motivate high-caliber talent dedicated to our long-term growth and success.

Amendments to Omnibus Plan

The Board has approved several amendments to the Omnibus Plan as described in this Circular which are subject to shareholder approval in accordance with the Omnibus Plan and TSX policies, including: (i) an increase to the maximum number of common shares available for issuance under the Omnibus Plan and removal of the Sub-limit (as defined below), (ii) certain changes in respect of how Awards (mainly options) under the Omnibus Plan that are not settled in treasury common shares will impact the remaining share reserve under the Omnibus Plan, (iii) amendments to provide that the share reserve under the Omnibus Plan will not be reduced by the assumption or substitution of equity-based awards of an entity that may be acquired by us or by

common shares issued pursuant to an inducement award granted to persons not previously employed by us, and (iv) changes to the amending provisions to align the Omnibus Plan with more modern plans of other TSX listed companies (collectively, the Amendments). At the meeting, shareholders will be asked to approve an ordinary resolution in the form set out below approving the Amendments.

According to the original terms of the Omnibus Plan, a maximum of 894,379 common shares are available for issuance under the Omnibus Plan, with a Sub-limit of 263,900 common shares available for issuance under PSUs, RSUs and bonuses (the Sub-limit). The Board has approved, subject to shareholder approval, an amendment to increase the total number of common shares reserved for issuance under the Omnibus Plan by 200,000 common shares, representing approximately 1.47% of our common shares outstanding as of March 23, 2022, and the removal of the existing Sub-limit. The existing plan maximum of 894,379 shares issuable under the Omnibus Plan and Sub-limit of 263,900 common shares represents approximately 6.58% and 1.94%, respectively, of our common shares outstanding as of March 23, 2022. If approved, the new plan maximum of 1,094,379 common shares issuable under the Omnibus Plan will represent approximately 8.05% of our common shares outstanding as of March 23, 2022.

As of the date of this Circular, the remaining reserve under the existing Omnibus Plan for future equity grants is 246,918 (representing 1.82% of currently issued and outstanding common shares), which takes into account common shares issued in settlement of PSUs in 2022. There are currently 351,943 outstanding Awards which may or are intended to be settled in common shares issued from treasury which represent 2.59% of currently issued and outstanding common shares. Under the Omnibus Plan, the new plan maximum of 1,094,379 is reduced by the number of common shares issued on exercise of options outstanding under our second amended and restated option plan and by the number of common shares issued under exercised Option awards and PSUs under the Omnibus Plan prior to March 23, 2022 (which results in the 1,094,379 maximum being reduced by 295,518 common shares, subject to the terms of the Omnibus Plan, and for clarity, no common shares have been issued to date under RSUs under the Omnibus Plan).

The purpose of the additional share reserve is to ensure that a sufficient number of common shares remain available for issuance under the Omnibus Plan to enable us to continue our current practice of granting equity awards to eligible plan participants that may be settled in common shares issued from treasury as a component of our compensation package. The long-term incentive program is intended to align the interests of eligible participants with shareholders by rewarding plan participants for increases in our share price.

The removal of the Sub-limit provides the least dilutive method to increase the number of common shares available under the Omnibus Plan and allows for the repurposing of shares from any expiring options.

The Board has also approved, subject to shareholder approval, amendments to the Omnibus Plan that will provide that for any Award (which will include options under the Omnibus Plan and our second amended and restated stock option plan) that is forfeited, terminated, expired or lapsed instead of being exercised, or any Award is settled for cash or common shares purchased on the open market, the common shares subject to such Award will not be counted as common shares issued pursuant to an award granted under the Omnibus Plan or issuable on exercise of options outstanding under our second amended and restated stock option plan. The effect of this amendment will mean that to the extent any option is forfeited, terminated, expired, lapsed, surrendered or exercised without a common share being issued from treasury, the number of common shares underlying any such option will not reduce the number of common shares available for future issuance under the Omnibus Plan. The Omnibus Plan currently provides that any other Award (e.g., a PSU or RSU) that is settled in cash or common shares purchased on the market will not reduce the number of common shares available for issuance.

A further amendment the Board has approved, which is subject to shareholder approval, is that the share reserve under the Omnibus Plan would not be reduced by the assumption or substitution of equity-based awards of another entity that may be acquired by us, or by common shares issued pursuant to an inducement award granted to a person that was not previously employed by us.

The Board also approved amendments to the amending provisions of the Omnibus Plan that will align the Omnibus Plan with more modern plans for TSX-listed companies. See “About the Stock Option Plan and Omnibus Plan” on page 92 for additional information on this amendment.

We believe that the design of our Omnibus Plan reflects strong equity plan governance practices. The Omnibus Plan and the award agreements issued thereunder have a number of features intended to address shareholder concerns related to equity plans, including:

If the Amendments are not approved, the Omnibus Plan would have 598,861 common shares reserved for issuance under outstanding options and future option grants. With an exhausted Sub-limit, we would no longer be permitted to settle PSUs, RSUs, and bonuses in common shares under the Omnibus Plan. This would limit our ability to continue our current practice of granting RSUs and PSUs to eligible plan participants that could be settled with common shares issued from treasury as a component of our compensation program and would require us to settle RSUs and PSUs in cash or common shares purchased on the market or provide an alternate form of long-term incentive compensation in order to remain competitive.

We are seeking shareholder approval of the Amendments to the Omnibus Plan in order to comply with TSX rules requiring shareholder approval of amendments to equity compensation plans. The Amendments to the Omnibus Plan have been accepted for filing by the TSX subject to approval at the Annual and Special Meeting as contemplated herein. The Amendments to the Omnibus Plan will become effective only at the time of approval of the resolution at the Annual and Special Meeting.

The full text of the Omnibus Plan as proposed to be amended is available on our company profile on SEDAR (www.sedar.com) as a filing made on March 30, 2022, which is marked to show all of the Amendments to the Omnibus Plan, which is incorporated by reference herein, or you can ask for a copy by contacting our Corporate Secretary. A description of the Omnibus Plan may be found below under the heading About the Stock Option Plan and Omnibus Plan on page 92.

The Board is asking shareholders to cast a vote indicating their approval of the Amendments to the Omnibus Plan by voting FOR the following resolution:

“BE IT RESOLVED, (i) the Amendments to the Precision Drilling Corporation (the “Corporation”) Omnibus Equity Incentive Plan (“Omnibus Plan”) as described in the Management Information Circular of the Corporation dated March 30, 2022, which include: (a) an increase to the maximum number of common shares issuable under the Omnibus Plan from 894,379 common shares to 1,094,379 common shares and removal of the sub-limit for common shares issuable under restricted share units, performance share units and/or share bonuses, (b) in respect of options that are not settled in treasury common shares, amendments to allow that the common shares subject to any such option will not be counted as common shares issued under the Omnibus Plan or the Precision Drilling Second Amended and Restated Stock Option Plan for the purposes of the share reserve under the Omnibus Plan, (c) amendments to allow that the share reserve under the Omnibus Plan will not be reduced by the assumption or substitution of equity-based awards of another entity that may be acquired by the Corporation, or by common shares issued pursuant to an inducement award granted to a person that was not previously employed by the Corporation, and (d) amendments to the amending provisions of the Omnibus Plan, be and are hereby confirmed and approved, and (ii) any one director or officer of the Corporation be and is hereby authorized to do such things and to sign, execute and deliver all documents that such directors and officers may, in his or her discretion, determine to be necessary in order to give full effect to the intent and purposes of this resolution”

On March 4, 2022, the Board also approved amendments to the Omnibus Plan to, among other housekeeping amendments, clarify the treatment of the Options, PSUs and RSUs upon the resignation, retirement, termination (with or without cause), death or permanent disability of a participant. These Amendments will become effective regardless of whether the shareholders approve the Amendments described above that are subject to shareholder approval.

If there are amendments or variations to the items of business or other matters that properly come before the meeting, you (or your proxyholder, if you are voting by proxy) can vote as you see fit.

As of the date of this Circular, we are not aware of any amendments or variations to the items of business or of any other matters that may properly come before the meeting.

ABOUT THE NOMINATED DIRECTORS

The Board has decided that eight directors will be elected to the Board this year. The CGNRC believes they represent an appropriate mix of skills and experience and other qualities required for serving on our Board.

Precision’s articles of incorporation allow the Board to appoint one or more additional directors to the Board between annual meetings, but the number of additional directors cannot exceed one-third of the number of directors elected at our most recent annual meeting.

Mr. Neveu is the only non-independent director because of his role as our President and Chief Executive Officer.

EXPECTATIONS OF DIRECTORS

Integrity

We expect our directors to be highly engaged, fulfill their responsibilities to the Board and their committees, and always act in our best interests with the highest ethics and integrity.

This means: 

All of our nominated directors have consistently met or exceeded our expectations. All directors: 

Attendance and Responsibilities

We believe that an active and engaged Board governs more effectively. We expect directors to attend all Board meetings, their committee meetings and the annual general meeting of shareholders. All of our directors had 100% attendance in 2021. Due to COVID-19, the majority of Board meetings and committee meetings were held virtually. The 2021 Annual Meeting of Shareholders was also held virtually. Directors may attend regular meetings by phone or video conference if circumstances require it.

The table below shows the number of Board and committee meetings held in 2021 and the director attendance record.

Serving on Other Boards

We do not limit the number of other public company boards our directors can serve on, but the CGNRC discusses our expectations with potential candidates, so they understand the time commitments and expectations before agreeing to be nominated as a director.

Members of the Audit Committee can serve on the audit committee of up to three other public companies as long as the Board determines that the other commitments will not limit the director’s ability to effectively serve on our Audit Committee. William Donovan, Michael Culbert and Steven Krablin serve on the audit committees of other public companies and the Board has determined that those committee memberships do not interfere with their ability to serve effectively on our Audit Committee.

Many of our nominated directors are active corporate directors and hold positions on other boards. The Board and the CGNRC have reviewed the board memberships and determined that the directors have consistently demonstrated that they are able to, and do, devote the necessary time and attention to Precision to carry out their duties effectively and act in Precision’s best interests.

Board Interlocks

We do not have a policy on interconnecting directorships. Every year, our Board reviews directors’ independence. None of our directors currently serve together on any public company boards.

Skills and Experience

Our Board must have the appropriate mix of skills and experience in order to provide appropriate direction to management and to ensure that all major issues affecting our business and affairs are given proper consideration. The CGNRC uses a comprehensive skills matrix to assess Board composition and recruit new director candidates as part of Board succession. The skills matrix is based on our vision, strategy and five-year plan and is summarized below.

Internal Director Skills and Experience LEADERSHIP - with companies of a scale similar to precision Executive Leadership Experience driving organizational strategic insight, direction and execution as well as enterprise risk management. CEO Experience Experience as a CEO of a public company. Strategic planning Experience with development, implementation sales & monitoring of strategic plans focusing on long term value creation and sustainability. Business Development Experience developing and implementing sales & marketing strategies focused on customer acquisition and retention. Industry Experience Oilfield Service Senior executive experience leading an oilfield service company. Oil and Gas or Alternative Energy Senior executive experience in the oil and gas industry, or other alternative energy expertise. Land Rig Technology Expertise Expertise understanding technology solutions regarding land drilling rigs, well service rigs and supporting energy transition objectives. Financial Literacy Finance and Accounting Senior experience in financial accounting and reporting, corporate finance and internal controls. Mergers and Acquisitions Extensive experience in debt and equity markets as well as M&A and implementation. Business Experience International Senior executive experience in an organization with global operations. Information Technology Experience leading IT division and/or planning, implementation and monitoring of IT systems. HR and Compensation Leadership or board/committee experience with human capital management including compensation programs and talent development. Health, Safety, Environment and ESG Experience related to health, safety and environmental performance, regulations and compliance, and ESG stewardship. Legal, Regulatory and Public Policy Literacy in regulatory, corporate and governance issue relevant to a public issuer. Board Experience Experience as a board member, or working at senior executive levels with board, of a major organization. MINIMUM PREFERENCE M. Culbert W. Donovan B. Gibson S. MacKenzie K. Meyers S Krablin K. Neveu D. Williams 5 or more 2 or more 2 or more 3-4 3-4 4-5 2-3 3-4 3-4 2-3 2-3 2-3 2-3 2-3 2-3

Director Development and Continuing Education

Continuing education provides our directors with opportunities to strengthen their skills, deepen their understanding of our business and operations and stay current with emerging issues that affect our business, governance and compensation practices. Every quarter, we facilitate continuing education programs that cover a wide range of diverse topics that directors are required to attend in order to help them accomplish these goals.

Management provides regular updates on relevant topics and quarterly updates on emerging governance and regulatory matters. We also encourage directors to attend external educational events as appropriate. We reimburse directors for memberships in organizations dedicated to corporate governance and ongoing director education.

Below is a list of the educational programs attended by our directors in 2021.

Director Orientation

Our orientation program familiarizes new directors with Precision, the drilling and well servicing industry and our expectations of directors. New directors meet with management and receive a comprehensive orientation manual with information about the industry and Precision, including our values and strategic plan, policies and governance guidelines, talent and performance management, succession planning and our annual operating and capital budgets. The CGNRC reviews the orientation manual periodically to make sure the content is current and appropriate.

New directors receive a copy of the charter of each committee on which they serve and access to our electronic board portal where they can review historical information presented and minutes of previous meetings. New directors also meet with each committee chair and with key management representatives for each committee to discuss recent activities and any issues or concerns relating to that aspect of our business or governance practices.

Director Share Ownership Guidelines

We believe that director share ownership is a good governance practice because it ensures directors have a stake in our future success and aligns their interests with those of our shareholders. Our directors are required to own at least two times the amount of their annual retainer in Precision shares within four years of joining the Board. Directors can count shares (held directly or beneficially through a nominee) and deferred share units (DSUs) towards meeting the guidelines. In addition, DSUs cannot be redeemed until a director retires from the Board (see more about DSUs in Appendix B on page 103).

We use the actual purchase cost or the current market price (whichever is higher) to calculate share ownership. All directors met our ownership guidelines in 2021.

Securities Held (as of March 23, 2022)

The table below shows the number of shares each director owns or exercises control or direction over and their compliance with our Share Ownership Guidelines. Each director has provided information about the Precision shares he or she owns, or exercises control or direction over, and we used $86.65, the closing price of Precision’s shares on the TSX on March 23, 2022 to determine the current market value of their share ownership. We use the actual purchase cost of the shares or the current market value (whichever is higher) to determine whether a director has met the share ownership guidelines.

Notes:

(1)   Cost basis is calculated using the actual purchase cost of the shares or the actual grant value of the DSUs.

CORPORATE DIRECTOR COMPENSATION

Approach

The Board generally sets compensation at or slightly below the median (50th percentile) of a compensation peer group of public companies in the broader oilfield services industry. The Human Resources and Compensation Committee (HRCC) uses this same peer group to benchmark executive compensation (see page 65). 

The CGNRC is responsible for reviewing director compensation every year and recommending the appropriate level and mix to the Board for approval. It considers the responsibilities, time commitment, risks, complexity of decision-making, best practices and general market trends in director compensation. It also refers to published compensation surveys and receives independent advice from an external consultant (currently Meridian, the same consultant the HRCC uses for executive compensation).

2021 Director Compensation

Historically, we have paid directors a combination of cash and share-based compensation in the form of DSUs so they have a vested interest in Precision’s long-term success. A DSU is a phantom unit equal to the fair market value of a Precision share. Directors can choose to receive all or some of their annual cash retainer and other fees in DSUs.

The retainer covers all Board and committee memberships and meeting fees as well as other committee meetings directors attend as guests. The CGNRC conducted a comprehensive review of director compensation to determine an appropriate level of retainer that reflects the scope of the duties and time commitment of our non-management directors. The Chair of the Board receives a higher retainer to reflect the scope of the role and increased responsibilities. Directors who serve as a committee chair receive a higher amount to recognize their increased responsibilities and time commitment.

The table below shows the fees we paid to directors for the year ended December 31, 2021.

Notes:

Share-based awards is the portion of the annual retainer, meeting and other fees received as DSUs, and does not include any DSUs granted as dividend equivalents for dividends paid on Precision shares. In February 2016, we suspended our dividend as a result of a restricted payments basket limitation in our note indentures.

Directors are also reimbursed for travel expenses relating to Precision business.

We pay the annual cash retainer in U.S. dollars to help us attract and retain strong global talent to the Board, which supports Precision’s long-term global operations strategy towards U.S. and international operations. The flat fee streamlines the compensation structure, caps director fees, and is a common corporate governance practice. They are not eligible to receive incentive awards.

On January 1, 2021, the 20% reduction to the Board’s annual retainer implemented in April 2020 was reversed to pre-reduction levels.

The table below shows the 2021 director fee schedule.

Outstanding Share-Based Awards

The table below shows all outstanding share-based awards for each non-management director as of December 31, 2021. We calculated the market or payout values using US$35.43, the closing price of Precision shares on the NYSE on December 31, 2021, the final trading day of the fiscal year and an annual average exchange rate of 1.25369.

Non-management directors do not participate in our Omnibus Plan, so they do not have any outstanding option-based or PSU and RSU awards.

Value Vested or Earned During the Year

Our DSU plan implemented in 2012 (2012 DSU plan) provides that DSUs may, at our election, be paid in cash or shares issued from treasury or purchased on the market. The Board, at this time, does not intend to grant from the 2012 DSU plan going forward.

In March 2021, our Board approved a new DSU plan that is settled in cash (2021 DSU plan). Directors can choose to receive all or some of their cash retainer in DSUs. Directors will continue to receive their DSU and cash retainers in four equal quarterly installments throughout the year.

B - CORPORATE GOVERNANCE AND RESPONSIBILITY

A MESSAGE FROM THE CHAIR OF THE CORPORATE GOVERNANCE, NOMINATING AND RISK COMMITTEE

Precision’s Board of Directors is pleased to take this opportunity to highlight several key governance areas of focus we’ve progressed in 2021 and will continue to advance in 2022.

Diversity Begins at the Top

Precision fosters an inclusive culture that encourages contribution of differing perspectives, ideas and experiences. We know that this is achievable with commitment that begins at the top.

With this in mind, we are taking steps to increase the diversity of our Board and are in the process of recruiting another female director to join the Board in 2022. As part of its annual assessment of board effectiveness (described on page 45), the Board undertook a review of the collective qualifications, skills, attributes, and experience required on the Board to ensure oversight of long-term strategy, enterprise risk management and human capital matters. The Board is engaging a leading search firm to assist in the search for a new female director to complement the background and experience of our current Board members.

We look forward to welcoming a new director in 2022 and continuing to drive and support Board diversity in the years to come.

ESG in All We Do

The Board and management review Precision’s Corporate Responsibility strategy annually at the Board Strategic Planning Session. The Company’s ESG material priorities are reviewed and finalized at that time. In addition, quarterly, the HSE and Corporate Responsibility Council and the Corporate Governance, Nominating and Risk Committee review sustainability efforts and results while the Compensation and Human Resources Committee oversees progress on select ESG metrics within the short term incentive plan.

In 2021, “Leading ESG Performance” was defined as a key strategic priority, supporting strengthened customer positioning and growth in revenue and market share. These ESG leadership efforts led to focus on market evaluation, technology advancement and partnerships outside of the oil and natural gas industry. To leverage the industry-leading excellence of our employees, Precision also formalized the creation of employee-led “E” and “S” teams to drive environmental and social efforts and engagement across the organization.

In 2022, Precision will publish its third annual Corporate Responsibility Report aligned with Sustainability Accounting Standards Board (SASB) and Task Force on Climate Related Financial Disclosures (TCFD). The report will describe how we have further refined internal emissions gathering and calculation processes to accurately capture greenhouse gas (GHG) emissions resulting from our operations and equipment. This data will be used to identify opportunities for emissions reductions through efficiency gains, alternate forms of energy, and hydrocarbon fuel use reductions across all operations. Select report highlights are included here starting on page 50 and we encourage you to read our 2021 Corporate Responsibility Report in the coming months for full details on our efforts and results.

Culture Matters

Precision’s Board champions and holds management accountable for an inclusive and collaborative culture that delivers the Company’s strategic objectives by leveraging the best employees in the industry. In 2021, the Company conducted a core value survey to understand and reinforce the desired direction and the tone of our corporate culture. Following review of the results with management and the Board, the “S” Team is now advancing integration of the learnings into Precision’s cultural initiatives for 2022 and beyond.

The Board is proud of Precision’s efforts in these key governance areas in 2021 and look forward to sharing our continued progress in the future. We welcome your feedback.

Sincerely,

/s/ Susan M. MacKenzie

Susan M. MacKenzie

Chair of the Corporate Governance, Nominating and Risk Committee

OUR APPROACH TO GOVERNANCE

Precision is a public company and our shares are listed on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE).

We comply with corporate governance guidelines for Canadian companies listed on the TSX, and the NYSE corporate governance standards that apply to us as a foreign private issuer registered with the U.S. Securities and Exchange Commission (SEC).

Our corporate governance practices meet or exceed the guidelines adopted by the Canadian Securities Administrators (CSA) set out under National Policy 58-201 – Corporate Governance Guidelines and the SEC rules that apply to us.

The only major differences between the governance practices set by the TSX and the NYSE standards for U.S. domestic companies listed on the NYSE relate to shareholder approval of equity compensation plans and the external auditor. You can find an explanation in the investor relations section of our website (www.precisiondrilling.com).

High Standards

Our transparent culture of governance and ethical behaviour is fundamental to the way we do business.

We monitor regulatory developments and governance best practices and adopt regulatory changes that apply to us as a dual-listed issuer in Canada and the U.S., and governance practices that are appropriate for us.

The Board reviews our governance charters, guidelines, policies and procedures regularly to ensure they are appropriate and that we maintain high governance standards.

Our following governance charters and policies are posted on our website: 

The governance disclosure in this Circular meets the requirements under National Instrument 58-101 – Disclosure of Corporate Governance Practices, specific rules adopted by the SEC and Sarbanes-Oxley Act, NYSE rules and Canadian rules relating to audit committees under National Instrument 52-110 – Audit Committees. The Board has approved this disclosure on the recommendation of the Corporate Governance, Nominating and Risk Committee.

Disclosure

We issue timely, fair and accurate disclosure of all material information relating to Precision to keep shareholders and the public informed about our business affairs and activities.

Our Disclosure Policy is critical to maintaining our integrity. Each director, executive officer and employee has an obligation to make sure we conduct ourselves according to the policy and its objectives. We review the policy regularly and update it as appropriate.

BOARD GOVERNANCE

The Board of Directors oversees the conduct of our business, provides direction to management and ensures that all major issues affecting our business and affairs are given proper consideration. It believes in respect, trust and candor and fosters a culture of open dialogue.

The Board has established three independent standing committees to help it carry out its responsibilities effectively. It may also create special ad hoc committees from time to time to deal with other important matters. It may also delegate certain responsibilities to management from time to time, as permitted by law.

Each committee has a charter and each committee chair has a position description which is approved by the Board. Led by the committee chair, each committee sets annual goals with its members and management, taking into account the committee charter, our strategic vision, the annual business plan and issues raised through our engagement with shareholders or governance organizations. Each committee assesses progress made towards annual goals quarterly.

You can read more about the committees beginning on page 47 and find the committee charters and position descriptions on our website (www.precisiondrilling.com).

Directors must provide the CGNRC information about their business and other relationships they have with Precision (and our affiliates) and senior management (and their affiliates) when they join the Board ad annually thereafter. They must advise the CGNRC if there is a material change to their circumstances or relationships that could affect the Board’s independence assessment. In 2021, the CGNRC determined that no material relations exist between Precision and the independent directors based on the completed questionnaires about employment history, affiliations, and family and other relationships.

Independent Chair

Steven Krablin has served as the Chair of our Board since May 2017 and is an independent non-executive director. Mr. Krablin has been a Precision director for approximately six years – you can read more about Mr. Krablin in his profile on page 25.

The Chair provides leadership to the Board, is responsible for its effective functioning and is the primary liaison between the Board and management. Duties include: 

Meeting In Camera

The independent directors meet without management at every Board and committee meeting. The Board met eight times in 2021. Board and committee meetings do not run for a fixed length of time, so directors have sufficient time for open and frank discussions about the agenda items and any issues of concern.

Avoiding Conflicts of Interest

The Board strives to make all decisions in the best interests of Precision and considers the interests of our shareholders, customers, employees, suppliers, communities where we operate, the environment, governments, regulators and the general public.

Directors must also disclose if at any time they face potential conflicts of interest related to our business. Some directors may hold management or director positions with customers or other oilfield service providers that may be in direct competition with us. Some may also be involved with entities that periodically provide financing or make equity investments in companies that compete with us. Any conflicts are subject to the procedures and remedies set out under the Business Corporations Act (Alberta). If directors find themselves in a conflict of interest, they will advise the Chair and abstain from participating in any discussions and voting on the matter or excuse themselves from the meeting. Directors are required to complete the Code of Business Conduct and Ethics (the Code) training and confirm annually (or as needed) that no conflict of interest exists.

Board Priorities

Strategy and Budget

The Board is responsible for our strategic direction and approves our strategic plan annually.

Management develops the strategic plan and assesses strategic issues with the Board throughout the year. We hold an annual strategic planning session with the Board and management to review the strategic plan, discuss strategic issues, identify corporate opportunities and evaluate material risks facing our business. We also perform a look-back assessment of key strategic initiatives and recalibrate the strategic plan based on our progress, and establish annual corporate goals and objectives aligned with our strategic initiatives.

The Board also holds an annual budget planning meeting with management to review and approve the business plan and the operating and capital budgets for the coming year.

The Board must approve all significant transactions, including key borrowing and financing decisions.

Risk Oversight

We face many risks as part of our business activities, including operating, financial, governance, health and safety, environmental, cybersecurity, compensation, strategic and reputational risk (you can read more about our risks in our Annual Information Form, and a discussion of compensation risk on page 63).

The Board maintains a very active approach overseeing the internal risk function. The Board performs timely review of all risk-related matters, including assessment of Precision’s internal risk matrix and receiving quarterly updates from its delegated Internal Risk Committee. In addition, management provides regular comprehensive updates on risk to the Board and committees regularly (you can read more about our Enterprise Risk Management (ERM) program on page 56).

The Board has overall responsibility for risk oversight and assigns specific risks to its committees:

Cybersecurity is a critical component of our risk management program. The Board devotes significant time and attention to overseeing cyber and information security risk. The CGNRC is charged with oversight of risk related to cybersecurity and operational resiliency. The Chief Administrative Officer provides a comprehensive cybersecurity report to the CGNRC at each meeting.

You can read about the specific activities of each committee beginning on page 47.

Internal Controls

The Board is responsible for overseeing the integrity of our internal controls and management information systems, and delegates oversight responsibility for the controls over accounting and financial reporting systems to the Audit Committee.

The Board and Audit Committee ensure that public reporting of our financial information is reliable and accurate, our transactions are appropriately accounted for, and our assets are safeguarded. Every quarter: 

Management evaluated the effectiveness of our system of internal control over financial reporting and concluded that the system was effective in providing reasonable assurance as of December 31, 2021. KPMG audited our internal controls over financial reporting as of that date and provided an unqualified opinion. It also provided an unqualified opinion on our consolidated financial statements for the 2020 and 2021 fiscal years.

The Board has established clear limits of authority for the CEO. These mainly relate to his financial authority, approval of significant or material transactions and any departures from the strategic plan. The CEO is accountable to the Board, and the Board conducts a formal review of his performance every year.

Succession Planning

The HRCC oversees succession planning for the CEO and other key roles and has an emergency succession plan if something unexpected happens.

Management provides annual updates to the HRCC, and the CEO meets in camera with the HRCC every year to review the depth of the talent pool and succession capacity for critical roles.

Our succession strategy is a combination of promotion from within and external recruitment for key positions. This ensures a smooth and timely transition at senior levels, minimizes disruptions caused by changes in leadership and maintains consistency in business strategy, practices and culture.

The Board considers a range of skills, experience and diversity, including the proportion of female executives, when considering executive appointments. We have not, however, established gender targets because we believe the skills, qualifications and attributes of the candidate and needs of the organization are the most critical factors in making leadership decisions. We believe the potential for strong leadership skills begins early in a person’s career, fostered by exposure to a broad variety of business opportunities, life experience, and leadership roles with increasing levels of scope and responsibility.

Board Effectiveness

The Corporate Governance, Nominating and Risk Committee implements a comprehensive process for assessing board, committee and director effectiveness annually. This is a key mechanism for board renewal because it involves evaluating the performance, skills and contribution of each director. Through action plans, feedback and monitoring of progress, the CGNRC and Board can ensure continuous improvement of the Board’s effectiveness.

Board Succession

The CGNRC is responsible for recruiting new directors and qualified candidates as identified by the Board, management and shareholders from time to time.

The Board has decided not to establish term limits or a mandatory retirement policy at this time to avoid the possibility of prompting higher turnover and forcing experienced members to leave the Board prematurely, causing the Board to lose continuity and momentum.

The average tenure of our nominated directors is approximately nine years. Over the past seven years, five directors have retired, and four new directors have joined the Board. This successful and voluntary Board refreshment strategy continues to support our decision not to establish term or age limits.

The CGNRC reviews the Board’s position on term limits and a mandatory retirement age periodically.

New director candidates are assessed against criteria approved by the Board, the qualities and skills of the current Board and any gaps in the current mix. This year the Board has determined that it is important to increase diversity among the Board members and is retaining a national search firm to recruit a female director by the end of 2022.

The CGNRC will assess female candidates based on merit, examining their industry knowledge, financial acumen, leadership skills, depth of exposure to various markets and understanding of our business and customers. It will also consider diversity factors such as age, ethnicity and geographic background so the Board benefits from the broader exchange of perspectives through diversity of thought, background, skills and experience. You can read about the Board’s skills on page 32 and our diversity policy on page 52.

The CGNRC is also responsible for the orderly succession of the Board Chair position. The CGNRC, as appropriate, uses its director assessment, review of the skills matrix and results of the Board assessment process to identify suitable candidates for assuming the role of Board Chair. The new Board meets following the annual meeting to review the outcome of the meeting and to elect its new Chair.

The Board nominates directors for election (or appoints them to the Board between annual meetings) if they have an appropriate mix of skills, knowledge and business experience.

A shareholder can nominate a candidate for election by submitting the person’s name, background, qualifications and experience to our Corporate Secretary. Our by-laws require shareholders to give us advance notice of any proposal to nominate a director for election to the Board, if the nomination is not made by requesting a meeting, or by making a shareholder proposal following the procedures set out in the Business Corporations Act (Alberta):

  The notice must include information about the proposed nominee and the shareholder making the proposal.

This requirement ensures all Precision shareholders (including shareholders voting by proxy and those voting in person at the meeting) receive adequate notice and information about each nominated director so they can make an informed voting decision.

All nominations are forwarded to the Chair of the CGNRC to present to the CGNRC for consideration.

COMMITTEE REPORTS

Audit Committee Report

Each member of the Audit Committee must be independent and financially literate to meet regulatory requirements in Canada and the U.S., and the NYSE corporate governance standards. The Board looks at the director’s ability to read and understand the financial statements of a business similar in complexity to Precision to determine whether a director is financially literate. The Board has determined that each member of the Audit Committee is independent and financially literate within the meaning of National Instrument 52-110 and the corporate governance standards of the NYSE.

Mr. Culbert, Mr. Donovan, Mr. Gibson, Mr. Krablin and Mr. Williams are considered audit committee financial experts under the SEC rules because of their training and experience.

The Audit Committee has three main areas of responsibility:

Financial Reporting

Oversees the quality and integrity of financial reporting and reviews the following to provide recommendations to the Board for approval: 

Internal Control Systems

Oversees the quality, integrity and performance of our internal control systems for finance and accounting, our internal audit function and our disclosure controls. The Audit Committee receives reports annually on the following: 

External Auditors

Responsible for critical audit matters and oversees the external auditors (currently KPMG LLP): 

 The Audit Committee is also responsible for overseeing: 

The Audit Committee reviews the Audit Committee charter and position description for the Audit Committee Chair annually.

You can find more information about the Audit Committee in our Annual Information Form, filed on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

The Audit Committee met five times in 2021 and met in camera without management present at every meeting. It also met separately with the Director of Audit Services and with KPMG at these meetings.

Corporate Governance, Nominating and Risk Committee Report

The Corporate Governance, Nominating and Risk Committee (CGNRC) is responsible for overseeing compliance with current governance requirements and monitoring emerging issues, developing and implementing governance best practices, and overseeing our approach to enterprise risk management. It is also responsible for conducting director assessments and developing director compensation programs.

Board Operations

Oversees the Board operations from a governance perspective: 

Director Compensation

Develops a competitive director compensation package with advice from independent external consultants (currently Meridian Compensation Partners): 

Board and Director Assessment

Assesses the overall effectiveness of the Board and committees: 

Director Nominations

Recommends to the Board suitable director candidates for nomination for election: 

Corporate Governance Principles

Carries out corporate governance initiatives: 

Enterprise Risk Management

Ensures Precision actively evaluates its business risks: 

The CGNRC met four times in 2021 and met in camera without management present at every meeting. The CGNRC also reviews and approves its charter and position description for the CGNRC Chair annually.

Human Resources and Compensation Committee Report

The Human Resources and Compensation Committee (HRCC) is responsible for human resources and compensation governance, talent management, succession planning, other employee-wide programs, and all matters relating to executive compensation.

Executive Compensation

Consults with management and seeks advice from an independent external consultant (currently Meridian Compensation Partners) to develop our compensation philosophy and reviews all compensation policies and programs for our executives and recommends them to the Board for approval.

The HRCC’s review and recommendations include: 

The HRCC is also responsible for assessing compensation risk and overseeing the development and implementation of compensation programs, including incentive and equity-based plans.

Talent Management and Succession Planning

Monitors succession planning for the CEO and other key roles: 

Other Major Human Resources Programs

The HRCC is responsible for overseeing the development and implementation of programs aimed at: 

The HRCC is responsible for reviewing and approving the executive compensation disclosure that management prepared for this Circular.

The HRCC met five times in 2021 and met in camera without management present at every meeting. The HRCC reviews the HRCC charter and position description for the HRCC Chair annually.

CORPORATE RESPONSIBILITY

ESG in All We Do

In 2021, we continued to focus on the areas determined to be material to Precision in the 2020 materiality assessment review cycle. We focused our efforts on adopting proactive and sustainable means to ensure ESG is accounted for in all that we do. Foundational elements were put in place to drive these efforts for years to come through the creation of our “E” (Environmental) and “S” (Social) teams comprised of high-performing employees to drive environmental and social efforts across the organization. We also aligned our second annual Corporate Responsibility Report, found on the Sustainability section of our website, with the Sustainability Accounting Standards Board (SASB) and Task Force on Climate Related Financial Disclosures (TCFD) frameworks.

In addition to the health, safety and environmental (HSE) performance targets that have been included in our short-term incentive plan (STIP), over the past several years, we expanded the impact of our Corporate Responsibility goals of the plan to include requirements focused on implementation of technology and initiatives to reduce our environmental footprint and those of our customers. All salaried, non-exempt employees are eligible for the STIP program, creating a stronger incentive for our employees to take ownership in the success of these efforts. One of these new metrics included increasing our reporting alignment to SASB and TCFD frameworks. This resulted in an 81% alignment with the applicable elements of these standards in our 2020 Corporate Responsibility Report (published July 2021).

With the importance of ESG, as well as the growing depth and complexity of related information, we have made a shift to include the majority of our ESG-related sharing and disclosure in our annual Corporate Responsibility Report, typically released in the second quarter of each year. Select highlights and summary materials are included in our annual disclosure documents, and we encourage our stakeholders to watch for the release of our 2021 Corporate Responsibility Report in the coming months for full details on our efforts and results.

For more detailed information on our ESG efforts, our full Corporate Responsibility reports can be found on our website.

Our Commitment to Corporate Responsibility  

In 2021, we continued to deliver on our multi-year corporate responsibility strategy by developing and completing the following initiatives: