Corporate Governance

Strong corporate governance and a culture of compliance are the foundation of our Sustainable Business Model, which drives innovation to pursue emerging opportunities while managing risk, responsibly and transparently across the enterprise, and creating sustainable long-term value for our shareholders. Our rigorous corporate governance structure ensures that we uphold our values of Responsibility, Ownership, and Excellence in all aspects of our business.

Our Strong Commitment To Corporate Governance

CNX Resources Corporation’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. Below, 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 see our current Annual Report on Form 10-K and Proxy Statements on the Financials section of our Investor Relations page for further information.

Corporate Governance Principles

The CNX Board of Directors operates in accordance with these principles and corporate governance processes:

  • CNX 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.
  • 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.
  • Our nonemployee 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 empowers us to recover certain incentive compensation erroneously awarded to a current or former executive officer in the event of an accounting restatement.
  • 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 employ 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 CNX 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 CNX 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 is that CNX’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 CNX’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 CNX’s codes of conduct, please see below.

Governance Policies and Documents

Amended and Restated Bylaws
Code of Director Business Conduct and Ethics
Code of Employee Business Conduct and Ethics
Related Person Transaction Policy
Compliance Reporting Policy
Corporate Governance Guidelines
Charter of the Audit Committee of the Board of Directors
Charter of the Compensation Committee of the Board of Directors
Charter of the Environmental, Safety and Corporate Responsibility Committee of the Board of Directors
Charter of the Nominating and Corporate Governance Committee of the Board of Directors
Health, Safety and Environmental Policy
Human Rights Statement
Internal Auditing Charter
Supplier Code of Conduct