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.
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 mandate 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 addition, the chair serves as a non-voting member of all Board committees.
Board In Action
Our executive team and Board members engage directly with our field team regularly on tours that showcase new emissions reduction technology. The Board is able to see first-hand the full spectrum of approaches we have taken to drive our emissions lower and interact at a field level with our employees who are implementing these new processes. Topics include how we design new pad sites for efficiency to eliminate routine venting and flaring, new flaring-reduction technology, leak detection and repair (LDAR) equipment, continuous methane monitoring and the use of wet sand in our completions operations.
The Board is committed to ensuring a strong foundation for meaningful engagement on ESG-related risks. The Board works through its committees to bring additional attention and strategic oversight to key issues. In early 2020, the Board realigned its committee composition to more clearly reflect its focus on each element of ESG.
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:
- Corporate Responsibility and Governance (CRG)
- Environment, Health and Safety (EH&S)
- Human Resources and Compensation (HRC)
The CRG Committee is actively helping the Board refine and enhance its ESG governance framework. One of its key objectives is to ensure an integrated approach among the committees to support the full Board on ESG matters. It is responsible for ensuring the company’s continuing commitment to good business conduct, including ESG issues and ethics.
The EH&S Committee targets 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 climate-related issues and information, such as greenhouse gas (GHG) emissions.
The HRC Committee’s mandate now expressly includes strategic oversight of social issues including diversity, equity and inclusion. It also oversees the company’s compensation program, monitoring for alignment with our strategic and business objectives, shareholder interests and compensation governance developments. This committee is responsible for incorporating emissions-related targets tied to employee compensation.
Ovintiv’s Board committees play a key role in risk oversight, including the regular monitoring of risk-management programs, control processes and cybersecurity protocols. Each committee manages the issues under its purview, reporting regularly to the Board-at-large. Committee responsibilities include:
- 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 ESG-related issues
- Making recommendations to the Board about matters specific to the committee
Board Skills & Expertise