Corporate Governance and Business Ethics
At Crestwood, we prioritize best-in-class corporate governance, which we believe is critical to achieving our goals and maintaining the trust of our stakeholders. We have established processes and foundational principles that govern the way we do business, and we believe it is our obligation to operate with ethics and integrity, promote open and transparent communication and maintain our commitment to social and environmental responsibility.
- Independent Lead Director
- Annual Board, Committee and Director evaluation process administered by our Independent Lead Director
- Annual advisory vote on executive compensation
- Employee and executive compensation tied to sustainability, safety and key financial metrics
- ESG oversight by Board and Sustainability Committee
- Cybersecurity oversight by Audit Committee
- Annual enterprise risk assessment with Board and senior leadership team involvement
Crestwood’s Board of Directors provides oversight of the management of our company for the benefit of our stakeholders. Our Corporate Governance Guidelines support the Board and senior management team in executing our business strategy in alignment with our core values and stakeholder expectations.
We are committed to continuously evaluating and enhancing our Board structure. In alignment with our sustainability strategy, we transitioned to a publicly-elected Board with oversight like that of a traditional public corporation. We are one of only three master limited partnership midstream companies to take this voluntary step.
Crestwood is one of three MLP midstream companies to transition to a publicly-elected Board.
In 2022, we held our first unitholder meeting, released our inaugural Proxy Statement and established a Nominating and Governance Committee that oversees the composition of the Board, its committees and our corporate governance practices. The Nominating and Governance Committee held their first meeting in January 2022.
We continued to evolve our Board structure in 2022, with several appointments that align with our long-term business strategy. We currently have nine members on the Board, including three members who joined in 2022. Our Board members are all independent except for one—our Founder, Chairman and CEO.
- David Lumpkins
- Frances M. Vallejo
Our Corporate Governance Guidelines and our committee charters are reviewed annually. Our five Board-level committees oversee company policies and business decisions in the following areas: Audit, Compensation, Finance, Nominating & Governance and Sustainability. In alignment with Institutional Shareholder Services (ISS) and Glass Lewis, our Board committees are each solely chaired by and comprised of independent directors.
|BOARD COMMITTEE MEMBERSHIP|
|Robert G. Phillips|
|Warren H. Gfeller^||*|
|Janeen S. Judah||*|
|Gary D. Reaves|
|John J. Sherman|
|Frances M. Vallejo|
|Clay C. Williams||*|
*Denotes Chairperson ^Denotes Lead Independent Director
For more information about Board meetings and committees, see our Proxy Statement. For more information about how our Board committees provide oversight of enterprise risks, see our Risk Management section.
Our Board of Directors is responsible for overseeing our ESG strategy, integrating ESG into our business planning and decision making and monitoring our ESG-related risks, opportunities and performance. The Board delegates certain elements of its oversight functions to one or more of its standing five committees.
Committees and Their ESG Oversight Responsibilities
Nominating and Governance Committee
The diversity of perspectives, industry experience and thought leadership among our individual Board members continues to be a strength for our company and we are dedicated to maintaining our focus on enhancing Board diversity.
In 2022, as part of our commitment to continuously enhance our governance practices and provide meaningful disclosures to unitholders, we developed a detailed skills matrix for evaluating the composition of our Board. The matrix is aligned with the expectations established by Glass Lewis.
For additional information about our Board of Directors, including how we evaluate potential Board candidates, see our Proxy Statement.
Our Board of Directors conducts an annual self-evaluation. The process includes an open dialogue led by the Board’s Independent Lead Director, who also meets with each director individually to receive and provide feedback.
In 2022, the process resulted in several recommendations that Crestwood has implemented or plans to implement, including:
- Developing an orientation program for new Directors and a continuing education program for current Directors
- Providing a comprehensive report on one key risk identified in the enterprise risk management process to the Board on a quarterly basis
- Resolving overlap and redundancies between Board committee duties
- Restructuring Board meetings to allow for additional discussion time with executive management
For additional information about our Board evaluation process, see our Proxy Statement.
Board Visit to the Williston BasinRead More
We are committed to establishing a corporate culture centered on our values and operating principles, guided by ethical business practices and reinforced by our policies, robust management systems and processes.
Our Code of Business Conduct and Ethics (Code) serves as a guide for our business and sets forth our core principles and expectations for employees, contractors, suppliers and vendors. Every two years, all employees and our Board of Directors are required to complete ethics training on our Code.
Our general counsel is also our chief compliance officer and oversees the implementation and compliance of our Code, including a biennial internal audit evaluating the success of our ethical standards.
We expect our suppliers and vendors to adhere to our fundamental values, policies and procedures. For more information on our supplier and vendor requirements and expectations, please visit our Supply Chain Management section.
Any stakeholder who witnesses a violation of the Code is asked to report their concern through our independent, confidential, third-party-maintained ethics hotline, which is available 24 hours a day, seven days a week.
All employees and other relevant stakeholders receive regular communication about the hotline. Our compliance team takes all concerns seriously and follows the necessary protocols and processes to quickly resolve them. We have specialists who investigate concerns or allegations about Code violations, and we maintain a stringent no retaliation policy to protect any person making an allegation in good faith. We maintain complete anonymity, whenever possible.
We track the number of concerns reported and the length of time from reporting to resolution to evaluate the success of the hotline. Our chief compliance officer shares ethics violations and whistleblower hotline results with the Audit Committee and provides quarterly ethics updates with the Board. For more information, see our Whistleblower Policy.
Business Ethics Metrics
Percentage of Employees Who Signed the Code
Freedom of Association
As outlined in our Professional Associations Policy, employees are encouraged to join or participate in any association, trade union, organization or group they believe promotes their professional and/or personal interests without fear of retaliation or interference.
In 2023, we will continue to build on our robust governance practices and systems with a focus on:
- Further alignment with governance best practices
- Proactively refreshing our long-term incentive plan
- Continuing to conduct our unitholder meeting virtually to allow for enhanced attendance
- Continuing our commitment to Board diversity in alignment with our Board diversity statement
- Reviewing and updating all Legal and HR policies including our Code of Business Ethics and Whistleblower Policy