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 leadership team and Board members engage directly and regularly with our field team on tours that showcase new emissions reduction technology. The Board can 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 environment, social and governance-related risks. The Board works through its committees to bring additional attention and strategic oversight to key issues. In 2020, the Board realigned its committee composition to more clearly reflect its focus on each element of environment, social and governance matters.
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)
Ovintiv’s Board committees play a key role in risk oversight, including the regular monitoring of risk-management programs, control processes and cyber security 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 environmental, social and governance-related issues
- Making recommendations to the Board about matters specific to the committee
The CRG Committee is actively helping the Board refine and enhance its environment, social and governance framework. Key objectives include a focus on ongoing board and committee renewal and ensuring an integrated approach among the committees to support the full Board on environment, social and governance matters. It is responsible for ensuring the company’s continuing commitment to good business conduct 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.
- 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 2022:
- Montney asset EH&S Field Tour
- Multi-industry trade association updates were provided on key business, trade, health, geo-political and other risks affecting both the oil and gas sector and the broader market
- Interactive session with company’s cyber security counsel on best practices for information security and Board duties.
- Interactive sessions with company investors
- Interactive session with banking experts on commodity prices and macro considerations
- Interactive session with guest speaker from Sustainable Governance Partners LLC, offering governance trends among major U.S. institutional investors
- “SEC/U.S. GAAP update” training was provided by PricewaterhouseCoopers LLP (“PwC”) to the Audit Committee
- Interactive session with safety expert from the Krause Bell Group. 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
- Presentation from external legal counsel on Board duties