CNX is governed by a Board of Directors of seven members, all of whom are independent under New York Stock Exchange rules, other than Mr. DeIuliis.
Board Committees
Our Board has four standing committees: Audit; Compensation; Environmental, Safety and Corporate Responsibility; and Nominating and Corporate Governance. For more information on our Board committee charters, click here.
Director membership on our committees is as follows:
AC—Audit Committee, CC—Compensation Committee, ESCR – Environmental, Safety and Corporate Responsibility Committee, NCG—Nominating and Corporate Governance Committee, C—Chair, X—Member.
For further information, including our directors’ other significant positions and commitments and nature of them; competencies as to economic, environmental and social impacts; membership in under-represented social groups; and stakeholder representation, please see CNX’s most recent Proxy Statement.
Oversight of Economic, Environmental and Social Performance
The CNX Board committees are tasked with oversight responsibilities ranging from economic and financial matters relating to the business to the impact of CNX’s operations upon the environment and the communities in which we live and work. The Board and each Board committee receives information and training from CNX’s senior management team to further develop and enhance the Board’s collective knowledge of economic, environmental and social topics. The Board and certain Board committees have authority to delegate their authority to senior executives and other employees including economic, environmental and social topics relevant to CNX, to the extent permitted by law and our corporate governance documents.
Board’s Role in Risk Management
Our management team is responsible for the management and assessment of risk at CNX and communicating those risks to our Board. Through regular presentations to the Board and the appropriate committees (as determined by the subject matter of the particular risk), which occur at least quarterly, management identifies and discusses material risks affecting the Company and our business, including reviewing economic, environmental and social matters.
Under our Corporate Governance Guidelines, the Board is charged with assessing major risks facing the Company and reviewing options for their mitigation with the assistance of the various committees. Even when a risk has been delegated to a particular committee, the Board as a whole continues to monitor such risk through its receipt and review of reports by the respective committees at each regularly scheduled Board meeting. To assist in the identification and management of risk, the Board and senior management regularly consult with shareholders and other stakeholders to identify issues.
The Audit Committee assists the Board in its general oversight of, among other things, CNX’s policies, guidelines and related practices regarding risk assessment and risk management, including the risk of fraud. As part of this endeavor, the Audit Committee reviews and assesses the Company’s major financial, legal and similar risk exposures and the steps that management has taken to monitor and control such exposures. The Audit Committee also reviews and assesses the quality and integrity of CNX’s public reporting, the Company’s compliance with legal and regulatory requirements, the performance and independence of the company’s independent auditors, the performance of the internal audit department, the effectiveness of CNX’s disclosure controls and procedures, and the adequacy and effectiveness of the Company’s risk management policies and related practices.
Our Environmental, Safety and Corporate Responsibility Committee addresses various topics associated with the environment, safety and corporate responsibility. This committee reviews (i) any material compliance issues with health, safety and environmental laws, (ii) any material pending or threatened administrative, regulatory or judicial proceedings regarding health, safety or environmental matters, (iii) management’s response to the foregoing matters and (iv) issues of corporate responsibility and security (including cybersecurity).
Our Nominating and Corporate Governance Committee addresses risks associated with our management structure by reviewing, among other matters, the qualifications and backgrounds of our directors on an annual basis to ensure that our Board is composed of individuals who are capable of providing appropriate oversight to our executive management team.
Finally, our Compensation Committee reviews and comments on our succession planning and assesses whether our compensation policies and practices incentivize excessive risk-taking.
CNX’s executive leadership team drives corporate strategy, innovation, and performance and establishes clear, measurable goals to ensure our operational conduct reflects our company culture and values. The executive leadership team is also responsible for assessing and managing day-to-day risk and communicating those risks to our Board.
At CNX, we believe that strong corporate governance fosters long-term operational and financial performance. Our focus on these principles ensures sustainable success for our business and, in turn, our shareholders.
- Declassified Board with all directors subject to individual election (no slate voting) on an annual basis
- Independent Board Chair
- Committee chairs and committee members are all independent (except for the ESCR Committee, which includes all of our directors)
- Majority voting for directors in uncontested elections
- Executive sessions held by independent directors at regular Board and Committee meetings
- Continuous Board education via regular engagement with experts on emerging practices, technologies, and trends
- Direct engagement between independent directors and shareholders
- Annual self-evaluation of Board, committee, and director performance
- Regular risk assessments and review of risk management policies and procedures
- No dual-class shares
- Executive incentive compensation clawback policy aligned with the requirements of the NYSE listing standards
- Business Code of Conduct and comprehensive ethics and compliance program applicable to both directors and all employees
- Stock ownership guidelines for executives and directors
- Prohibition on hedging or pledging of company securities
- Rooney Rule for director search process (ensuring the inclusion of candidates of gender and racial/ethnic diversity)
Board of Directors Experience and Skill Set
Our directors bring diverse talents, experience, and sound judgments in areas that drive long-term per share value creation.
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Senior Officer/Leadership Experience:
CNX values directors with senior leadership experience that can provide valuable insights about and practical solutions to common issues facing the Corporation and the natural gas industry at large.
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Finance/Accounting Expertise:
Directors with backgrounds in financial services and accounting bring tremendous value to our Board by advising on strategic capital allocation decisions and analyzing public company reporting requirements.
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Legal Expertise:
We value directors with legal skills and a history of promoting compliance with all aspects of internal policies and external regulations and laws applicable to our business.
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Business Strategy Expertise:
Many of our directors possess decades of experience successfully guiding businesses through strategic decision-making processes. CNX leverages this breadth of experience to assist in developing strategies to help it achieve its long-term goal of creating shareholder value while simultaneously enhancing our communities and delivering energy solutions for today and tomorrow.
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Industry/Technical Expertise:
Technical expertise, including those directors with a background in engineering, and in particular experience in the natural gas industry, is particularly beneficial to our Board as it considers operational performance and other issues specific to our business.
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Risk Management Expertise:
Identifying, assessing, and mitigating risk is a core principle of any successful business. CNX seeks directors with a deep understanding of the existing risks that our business faces and the ability to quickly identify and address new risks as they may arise.
Board Diversity
As set forth in our Nominating and Corporate Governance (NCG) Committee Charter, the NCG Committee expressly considers an individual’s diversity of background, including diversity of gender and race or ethnicity in connection with its review of potential candidates for Board membership. This philosophy is consistent with CNX’s long-standing goal to have a Board with diverse personal and professional backgrounds, experience, and perspectives that, when combined, provide a range of experience and knowledge that will benefit CNX’s governance and strategic needs. Maintaining a small, tight-knit Board fosters nimble decision-making, and CNX strives to preserve that dynamic while consistently evaluating ways to ensure that our Board remains inclusive of diverse backgrounds and viewpoints.
Communications With The Board of Directors
To communicate critical concerns, including those relating to economic, environmental and social topics, to the Board, interested persons may do so by writing to the Board, to the attention of the Corporate Secretary at CNX Resources Corporation, 1000 Horizon Vue Drive, Canonsburg, PA 15317, or by sending an e-mail to directors@cnx.com. The Corporate Secretary will relay all such communications to the Board in its entirety or to individual directors (as appropriate) at the next regularly scheduled Board meeting (or earlier if necessary) except for spam, junk mail, mass mailings, solicitations, resumes, job inquiries or other matters unrelated to CNX. Communications that are intended specifically for the Chairman or the independent directors are to be sent to the street address or e-mail address noted above, to the attention of the Chairman or the independent directors, as intended.