Board Of Directors Structure
Our seven-member board of directors is ideally sized for the governance and oversight of our business. With a smaller-than-average board size, our directors have greater ownership and accountability, arrive better prepared and fully committed, and we can engage in more comprehensive, candid, detailed, and direct discussions. Further, by right-sizing our board, we schedule and run meetings efficiently; foster cohesive, trusting relationships between our directors; and reduce potential impediments to strategic transactions caused by large-board complexity.
Our board is composed of four independent members with more than 60 years of combined executive management experience in publicly traded companies and the oil and gas industry. With three insiders on the board, we maintain a high degree of alignment between the interests of shareholders, management, and the board. Our independent members, one of whom serves as lead director, also chair the board’s audit, compensation, and nominating/corporate governance committees. Both the audit and compensation committees are comprised only of independent members. We voluntarily maintain a robust nominating/corporate governance and an independent compensation committee, even though New York Stock Exchange rules do not require us to do so. Further, our shareholders passed a non-classified board resolution whereby each director will stand for reelection annually. In sum, our board’s size, composition, and structure ensures independent, diverse, and thorough oversight of the company’s material business strategies and risks.
ESG Oversight by the Board of Directors
In 2020, our board of directors enhanced and formalized their ongoing oversight of ESG issues with updates to the charter of the Nominating and Corporate Governance Committee. The updated charter assigns regular and sustained responsibility to the committee for reviewing, analyzing and making recommendations regarding policies, programs and practices respecting ESG issues impacting the Company’s reputation and strategic ability to achieve its business goals. Subsequently, the board also changed the name of the committee to the Nominating, Environmental, Social and Governance Committee.