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 Corporate Governance Guidelines, Related Person Transaction Policy, Code of Business Conduct and Ethics, and Charters for each of our Board Committees.
Corporate Governance Principles
CONSOL Energy’s Board of Directors operates in accordance with these principles and corporate governance processes:
- After an initial period with a classified board, CONSOL Energy will hold an annual election of directors. Any investment director who recieves a greator number of votes "withheld" from his or her election those votes "for" his or her election must submit an offer of resignation to the Board.
- 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 nonemployee directors meet regularly in executive session without the presence of management.
- We have a “no-hedging” policy in our Corporate Governance Guidelines that generally prohibits directors and executive officers from engaging in hedging 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 Person Transaction 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 a Code of Business Conduct and Ethics (the “Code”) that applies to our directors and employees. The essence of the Code is 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. The Code 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 the Code and approves additions or revisions as necessary to keep our code current with applicable laws. On December 10, 2019 several updates were made to the Code that, among other things, (1) change the Code of Ethics Contact person for certain employees, (2) modify the provisions relating to relationships between the Company’s employees and its suppliers, customers and certain other third parties, (3) update provisions relating to the prohibition on employees taking personal advantage of corporate opportunities, and (4) clarify the process for reporting accounting complaints. The above summary of the Code is qualified in its entirety by full reference to the text of the Code.
For more information related to the Code, please see below.