GOVERNANCE STRUCTURE

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

Our executive leadership team 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 sustainability policies and programs.

Our corporate governance framework allows us to effectively manage climate-related risks. The Ovintiv Board evaluates sustainability and environment, social and governance risks on a quarterly basis. Annually, the Board reviews and adopts the Company’s strategic plan, which considers risks and opportunities to our business, including all elements of environment, social and governance matters.

Best Practices

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

  • Declassified Board with all directors elected annually, no slate voting
  • Chair of the Board, committee chairs and committee members are all independent
  • Evaluation of Board, committee and director performance periodically conducted by a third party
  • Executive sessions held by independent directors at regular Board and committee meetings
  • Majority voting for directors in uncontested elections
  • Separation of Board Chair and CEO roles
  • No dual-class shares
  • Executive incentive compensation clawback policy updated in 2023 to comply with new New York Stock Exchange requirements
  • 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 for directors and executives
  • Annual advisory vote on executive compensation
  • Proxy access right
  • Added an Overboarding Policy in 2023 to limit the number of public boards our directors can serve on
  • Proactive shareholder engagement