BOARD OF DIRECTORS
Our directors apply their significant business experience and judgment to make decisions in the best interest of our 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.
Ovintiv’s Board does not have term limits or a mandatory retirement age, but our Corporate Responsibility and Governance (CRG) Committee reviews all directors annually before deciding on candidate reelection. We believe our strong corporate governance practices, including annual Board evaluations, create an engaged and dynamic Board.
Our bylaws require the separation of the roles of CEO and Board chair. The Board appoints its chair, who must be independent, based on the recommendation of the CRG Committee. The Board chair is responsible for the effective functioning of the Board as a whole and serves as the primary liaison between the independent directors and the CEO. In that capacity, the Board chair may vote when necessary to achieve a quorum.
Board In Action
Board Committees
Essential to the success of the overall governance of Ovintiv are strong mandates that outline the specific responsibilities of the Board, the Board chair and each of the Board’s five standing committees:
- Audit
- Corporate Responsibility and Governance
- Environment, Health and Safety (EH&S)
- Human Resources and Compensation (HRC)
- Reserves
- Reviewing policies and practices relevant to assigned risk management areas
- Working closely with management to ensure key controls and processes are in place
- Engaging directly with external stakeholders on topics relevant to environment, social and governance-related issues
- Making recommendations to the Board about matters specific to the committee
The CRG Committee actively assists the Board in updating and enhancing Ovintiv’s risk oversight framework. One of its key objectives is to ensure a coordinated approach among the committees to support the full Board on emerging risks. It is also responsible for ensuring the Company’s continuing commitment to good business conduct, including sustainability matters, compliance and ethics.
The EH&S Committee focuses its oversight on occupational health, safety, environment and security of personnel and physical assets. It has overall responsibility to review and report to the Board on environment-related issues and information, such as GHG emissions, sustainability strategy and policy, risk identification and environmental compliance.
The EH&S Committee approves and recommends to the Board for approval corporate policies pertaining to environment, occupational health, safety and sustainability. The Committee also reviews and approves the annual EH&S audit schedule, including the need and schedule of external audits.
The HRC Committee’s charter expressly includes strategic oversight of social issues including culture and inclusion. It also oversees the Company’s compensation program, ensuring alignment with our strategic and business objectives, shareholder interests and compensation governance developments. This committee is also responsible for incorporating emissions-related targets tied to employee compensation.
The Audit Committee’s charter expressly includes direct oversight of cybersecurity and the Company’s compliance with it.
Continuing Education
Shareholders are best served by a Board comprised of individuals who are knowledgeable about current and emerging industry, regulatory and governance matters. To ensure continuing director education, Ovintiv:
- Encourages and provides subscriptions to leading director education associations
- Regularly invites subject matter experts to Board and committee meetings to discuss emerging issues relevant to Ovintiv’s business and strategic objectives
- Provides detailed Board materials in advance of each meeting for pre-read and analysis
- Hosts field visits for the Board to enhance focus on a key aspect of our business
Below is a highlight of the Board’s Continuing Education in 2024:
- Permian Basin asset EH&S and Operations Field Tour
- Multi-industry trade association updates were provided on key business, trade, health, geopolitical and other risks affecting both the oil and natural gas sector and the broader market
- Interactive session with Company’s counsel on Board duties
- Interactive sessions with Company investors
- Interactive session with banking experts on commodity prices and macroeconomic considerations
- Interactive session with guest speaker from Jasper Street Partners LLC, offering governance trends among major U.S. institutional investors
- Interactive session and training with the Company’s cybersecurity counsel
- Presentation from outside expert on energy and power demand
- Continuing education and seminars were conducted via the Institute of Corporate Directors (Canada), the National Association of Corporate Directors (U.S.), Financial Executives International, the Eurasia Group, the Canadian Public Accountability Board, Deloitte, Women Corporate Directors, and the Global Risk Institute
- Regular presentation of market fundamentals, including commodity price outlooks, basis differentials, geopolitical and other macro environment considerations and risks
- Regular analysis and presentations from the HRC Committee’s independent compensation consultant on key executive compensation matters
- 2024 U.S. election briefing from outside expert
- PricewaterhouseCoopers annual Securities and Exchange Commission/U.S. Generally Accepted Accounting Principles update session
Board Skills & Expertise
