Our Strong Commitment To Corporate Governance
CONSOL Energy’s Board of Directors and management team believe that corporate governance goes hand in hand with strong financial performance. Plus, we firmly believe that sound principles of corporate governance are essential in making good decisions on behalf of our shareholders, employees, and other stakeholders.
Our Board of Directors regularly reviews our governance policies to ensure that we are in compliance with applicable laws and regulations, as well as best practices. On the following pages, you can find our corporate governance documents, including our Bylaws, Corporate Governance Guidelines, Code of Director Business Conduct and Ethics, Code of Employee Business Conduct and Ethics, Charters for each of our Board Committees, and Related Party Transaction Policy.
Please also see our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and Proxy Statement for the 2016 Annual Meeting for further information.
Corporate Governance Principles
CONSOL Energy’s Board of Directors operates in accordance with these principles and corporate governance processes:
- CONSOL Energy holds an annual election of directors, and each director must receive a majority of votes cast. Directors who are elected, but who fail to receive a majority of the votes cast, must submit an offer of resignation to the Board.
- The Board has a retirement age policy that generally provides that no member of the Board who has attained the age of 75 shall be nominated for re-election or re-appointment to the Board at the next Annual Meeting of Shareholders.
- At least a majority of the Board must be independent.
- The Audit, Compensation, and Nominating and Corporate Governance Committees of the Board are required to be composed entirely of independent directors.
- The Board has the authority to hire independent advisors.
- Each member of the Audit Committee has been deemed an audit committee financial expert for purposes of the Securities and Exchange Commission rules.
- Our non-employee directors meet regularly in executive session without the presence of management.
- Our directors and executives are subject to stock ownership guidelines, and our executives are further subject to stock retention guidelines.
- We adopted an executive compensation clawback policy, which provides that we may seek to recover performance-based cash and equity incentive awards that were paid to an executive officer in the three years prior to any restatement resulting from material non-compliance with the financial reporting requirements of the securities laws.
- We have “no-hedging” and “no-pledging” policies in our insider-trading policy that generally prohibit directors and employees from engaging in hedging or pledging transactions with our stock.
- We instituted Board and management risk oversight processes and procedures.
- We conduct annual Board and Board Committee performance evaluations.
- We maintain a related-party policy administered by the Audit Committee to ensure the Board has oversight over potential transactions between CONSOL Energy and its directors, executive officers and their immediate family members, and our largest shareholders.
Codes Of Conduct And Avoiding Conflicts Of Interest
It has always been the intent of CONSOL Energy to maintain high ethical and legal standards in conducting our business and, to this end, we have developed codes of ethical conduct that apply to our directors and employees. The essence of our codes of conduct are that CONSOL Energy’s directors and employees will conduct our business with integrity, in compliance with applicable laws, and in a manner that excludes considerations of personal advantage. Each of our codes of conduct addresses topics relating to encouraging ethical behavior, including: avoiding conflicts of interest, placing restrictions upon the receipt of gifts and the making of payments, protecting CONSOL Energy’s assets and complying with laws. Each year the Board assesses the adequacy of our codes and approves additions or revisions as necessary to keep our codes current with applicable laws. For more information related to CONSOL Energy’s codes of conduct, please see below.