GOVERNANCE STRUCTURE

Ovintiv leadership executes our rigorous corporate governance structure, upholding our values of trust, integrity, respect, sustainability and safety. Our Board oversees the management of our business, helping to ensure appropriate governance and internal controls are in place for ethical corporate conduct.

Our executive leadership shapes Ovintiv’s strategy, culture and values and reports to our Board. Through effective leadership, our CEO and executive vice presidents set clear expectations for operational conduct, determine annual corporate goals, drive innovation and guide our company culture. They have oversight of the teams that implement our ESG policies and programs.

Best Practices

Our governance practices are reviewed and refreshed regularly to ensure ongoing transparency and accountability with our stakeholders. They include:

Declassified Board with all directors elected annually
Independent Board chair
Committee chairs and committee members are all independent
Majority voting for directors in uncontested elections
Executive sessions held by independent directors at regular Board and committee meetings
Continuous Board education via regular engagement with experts on emerging technologies and trends
Direct engagement with investors including off-cycle and in season discussions between independent directors and shareholders
Annual evaluation of Board, committee and director performance

Individual director election (no slate voting)
No dual-class shares
Executive incentive compensation clawback policy
Business Code of Conduct and comprehensive ethics and compliance program
Stock ownership guidelines for executives and directors
No interlocking directorships with other reporting issuers
Prohibition on hedging or pledging
Rooney Rule for director search process (ensures inclusion of candidates of gender and racial/ethnic diversity)

Governance
Structure

Ovintiv leadership executes our rigorous corporate governance structure, upholding our values of trust, integrity, respect, sustainability and safety. Our Board oversees the management of our business, helping to ensure that appropriate governance and internal controls are in place for ethical corporate conduct.

Board of
Directors

Our directors apply their significant business experience and judgment to make decisions in the best interest of Ovintiv stakeholders. We maintain a balanced, diverse Board committed to Ovintiv’s sustainable future. When identifying Board candidates, we consider skills, experience and diversity of thought so that many perspectives are represented in decision making.

Pay-for-Performance Compensation

Our executive compensation program aligns pay with performance. Our compensation philosophy provides for a competitive base salary to attract strong talent, an annual bonus to align and motivate all employees around near-term company targets plus a long-term incentive plan that focuses executive management on strategic multi-year delivery and long-term value creation through share-based rewards.

Codes of
Conduct

Our Business Code of Conduct and Supplier Code of Conduct set clear expectations for our employees and business partners. Our codes outline how we do business and engage with each other and the community. They also affirm our commitment to integrity, ethical business practices, sustainable operations and regulatory compliance.

Cybersecurity

Cyber threats are ever evolving, becoming more sophisticated in their tactics and techniques. We recognize the importance of continually improving our protections and effectively managing the risks associated with using digital technology across our business. By implementing cybersecurity standard requirements across our organization, we protect Ovintiv’s digital assets from security breaches that could negatively impact our business, reputation, team safety, compliance record and the environment.

Our Cybersecurity, Audit and Compliance and Corporate Risk Management teams work together as a multi-disciplinary group. This group is tasked with developing and implementing processes and technologies that assess risk, and recommending new technologies or changes to our existing assets. We measure our IT infrastructure and information security management system against the National Institute for Standards and Technology (NIST) cybersecurity framework. Based on a scorecard organized by categories — identify, protect, detect, respond and recover — we determine any areas that require additional resources to mitigate cybersecurity risk.

We also conduct an annual digital penetration test with a third-party specialist and other auditors. This test simulates an “attack” on our computer system and processes to identify security weaknesses. We report the results of this test to our Board Audit Committee and initiate any necessary changes.

Political
Advocacy &
Involvement

Constructive public policy engagement is important as it enables a dialogue between individual companies, industries and government, regardless of political affiliation, to achieve results-based policy outcomes.  