Corporate Governance and Business Ethics

At Crestwood, we hold ourselves to the highest ethical standards. Our leadership fosters proper business behavior through strong and sustainable corporate governance and business ethics. Together, these promote the long-term interests of our unitholders, strengthen Board and Management accountability, and help to maintain trust in our Company.

Approach

Exceptional business behavior begins with strong corporate governance. At Crestwood this includes a robust Board of Directors structure supported by clearly articulated policies and best-in-class management systems and processes. The New York Stock Exchange requires Master Limited Partnerships to have a minimum of three Board members to be independent. In 2018, six of our eight directors are independent showcasing our commitment to strong corporate governance. Our CEO – Robert G. Phillips – is the Chairman of the Board. The chairs of our five committees – Audit, Compensation, Finance, Conflicts and Sustainability – provide oversight of company policies and business decisions within those areas. The Board meets quarterly at a minimum, and in 2018, they held nine meetings with an average Board attendance of 90 percent. This near-perfect attendance reflects the Board’s high level of engagement and commitment to Crestwood and our values.

To ensure that we are building the right Board with the desired competencies, experience, and perspectives, our Board of Directors completes an annual self-evaluation. This helps assess current Board effectiveness and highlights current strengths and areas of opportunity. In 2018, for example, our Board recognized the need to have female representation to increase board diversity, and our CEO sought to integrate ESG expertise into the Board. Therefore, we appointed Janeen S. Judah to our Board of Directors and named her Chair of our newly created Sustainability Committee.  For a Q&A discussion with Ms. Judah on sustainability in the midstream industry, see our Case Studies.

Download Our Corporate Governance Guidelines

Governance Metrics

2018
2017
2016
Average Board Attendance Rates
89%
79%
89%
Percentage of Independent Board Members
75%
71%
71%
Average Age of Board
61
61
60
Number of Women on Board
1
0
0
Percentage of Women on Board
12%
0%
0%

Business Ethics

We believe that each individual officer, director, and employee shares responsibility for upholding Crestwood’s standards for ethics and integrity. The Board of Directors Audit Committee oversees the integrity of our financial statements and the performance of our internal audit function, while our Code of Business Conduct and Ethics guides our team and communicates our expectations and guiding principles:

  1. Use good judgement
  2. Maintain the highest level of integrity and honesty
  3. Comply with all applicable laws, rules and regulations
  4. To avoid actual or potential conflicts between his or her personal interests and the interests of the Company

We require all employees to complete biennial ethics training on our Code, and we also require training on workplace harassment and bullying. In 2018, 99.7 percent of our employees completed the required ethics training. In March 2019, Crestwood offered specialized harassment training for managers as we continue to be proactive on this important issue.

Crestwood’s General Counsel who also acts as our Chief Compliance Officer establishes and monitors procedures related to the implementation and compliance of the Code, including a biennial internal audit for any ethical or integrity issues. The audits help us evaluate the success of our ethics procedures and inform updates to our Code to ensure it reflects the changing landscape in which we operate. Our General Counsel reports any ethics violations and results of the whistleblower hotline to the Audit Committee and shares general ethics updates with the Board at least quarterly.

Ethics Hotline

If any employee witnesses a violation of the Code, we ask that they report their concern by phone through our Ethics Hotline. Our Compliance team takes all concerns seriously and follows the protocols to resolve them quickly. We uphold absolute anonymity to the extent possible and ensure that any employee reporting a violation can discuss their concern without fear of any form of retaliation. To evaluate the success of our hotline, we track the number of requests made, as well as the length of time from reporting to resolution.

In 2018, we reminded all employees of the hotline through various channels to ensure that everyone knows their options and understands Crestwood’s commitment to ethics and integrity.

Business Ethics Metrics

2018
2017
2016
Code of Business Conduct and Ethics (Code) reports
3
4
14
Percentage of employees who signed Code
99.7%
93.0%
94.0%
Code training numbers or hours
1,059
238
1,794

Case Studies

Traveling Board Meetings

While the majority of our Board meetings are in Houston, occasionally they are held elsewhere in our asset group to visit an office, see our operations firsthand, and engage with local personnel. In 2018, the Board met in the Delaware Basin to see our Willow Lake and Nautilus Systems and the construction of our Orla Processing Plant. As one of our key emerging growth areas, this gave the Board the opportunity to see Crestwood’s strong presence in the area and celebrate the progress of the construction of the Orla Processing Plant and Orla Express Pipeline, which went into service in July 2018. 

 

Q&A with Sustainability Committee Chair, Janeen S. Judah

Janeen S. Judah joined Crestwood’s Board of Directors and was appointed chair of the Sustainability Committee in November 2018. We sat down with Ms. Judah to discuss environmental, social, and governance matters in the midstream industry, as well as Crestwood’s approach to ESG risks and opportunities, and meet investor expectations.

Ms. Janeen S. Judah's Biography

A: Crestwood’s Board realizes that business decisions are not just financial – that we must take non-financial risks related to the environment, human resources, and our communities into account as we shape strategy and investment decisions. Our CEO, Bob Phillips, had a vision to take Crestwood to the next level of investor responsiveness by adding sustainability expertise to the Company and creating a Sustainability Committee at the Board level. I was specifically recruited to Crestwood’s Board to chair the Sustainability Committee due to my environmental leadership expertise and personal passion for public and private business partnerships.

The broader investor community is demanding more transparency and reporting on ESG issues as they use their influence to improve the visibility of ESG risks and opportunities. There is a learning curve here, because neither regulators nor investors have yet to coalesce around a single set of standard evaluation metrics or reporting requirements. Up to this point, midstream boards have not been the target for ESG transparency requests, and naturally, there is an adjustment as they learn to navigate this new world. That said, Crestwood’s Board and management are committed to doing the right thing and being a leader and advocate for ESG in the MLP midstream sector.

A: ESG issues have become much more prominent in Board discussions in the last few years; it is mainstream and it is here to stay. The energy sector knows that public expectations of us are high: to operate safely and reliably, to meaningfully engage with communities and indigenous groups, and to protect the environment. Crestwood is taking a long-term and strategic approach to sustainability. The Company is deeply committed to advancing ESG management while integrating sustainability into every functional area of the organization.

Throughout my professional career in the energy sector, I have seen a number of ESG topics rise to prominence that we as an industry should prioritize:

  • Environmental (E) issues for our sector largely relate to climate change or major operational incidents and remediation efforts;
  • Important Social (S) issues of interest that are specific to our industry include indigenous and community relations, whereas, some social topics rise to significance across all sectors, such as diversity and inclusion, and employee recruiting and development;
  • Governance (G) issues include Board skills and engagement, Board diversity, financial reporting, and ethics and integrity.

Fundamentally, managing ESG is about managing risk, and Crestwood must manage it like other risks such as safety, operations and finance.

A: Crestwood has an excellent opportunity to take the lead on ESG in the MLP midstream space. We are committed to continuous improvement and transparency, and can show our investors and industry that we are already making large strides in important areas. One specific area that comes to mind is asset integrity, which essentially means ensuring that our assets – our pipelines – are sound and protect health, safety, and the environment throughout their entire lifecycle. We have a robust Asset Integrity Management Process, complete with a cradle-to-grave mindset to ensure quality control from design, use, and decommissioning, with risk assessments and inspections throughout. Our assets are what connect to the general environment, therefore our integrity management of those assets not only helps us protect the environment and the communities in which we operate, but also reduces operational risk. See our Asset Integrity report section for more information.

A: Crestwood’s materiality assessment seeks to identify what is most important to Crestwood in terms of managing ESG topics, and to identify opportunities for improvement and risks to the business. One major ESG risk for our industry is significant spills to the environment. Spills, if not properly controlled and cleaned, can negatively impact the long-term health of ecosystems across land, water, species, and humans, as well as damage the infrastructure and economy of a particular area. Therefore, it is imperative that we as an industry do everything in our power to prevent spills and reduce the negative impacts should a spill occur.

At Crestwood, we actively manage this risk through our Spill Prevention, Control, and Countermeasure plans, as well as facility-specific emergency response plans, secondary containment, produced water monitoring and transportation, annual employee and contractor training, and sharing of best practices across our operations. We also conduct drills and public awareness campaigns to keep awareness of the potential risk top of mind. See our discussion of Spill Prevention & Control to learn more.  

A: Historically speaking, upstream and downstream sectors of the oil and gas industry have faced higher amounts of environmental and social scrutiny than midstream – and consequently tend to be further along in terms of managing ESG. Midstream companies are increasingly subject to the same kind of scrutiny, therefore we can look to the experience of upstream and downstream sectors to understand best practices and lessons learned as they relate to Crestwood.

Recent major midstream pipeline project delays have been the focus of heated debate among politicians, regulators, companies and communities. America’s ‘Shale Revolution’ has been significantly impacted by the lack of midstream takeaway capacity from major producing basins, while pipeline construction projects struggle with regulatory approval, particularly in the Northeastern part of the United States.

I think the near-term issues will be regulatory, especially on permitting of new projects, and reporting and control of methane emissions. Longer term, there will be an increased focus on balancing current methods of sourcing energy with renewable energy to address the growing discussion on climate change. We at Crestwood are committed to being a leader and advocate for ESG in the midstream sector, and will actively work on these emerging issues in the future.

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