Strong Corporate Governance and Business Ethics

Our corporate governance foundation is built upon maintaining the trust of our stakeholders through our business conduct, financial strength and expectations for being a socially and environmentally responsible company. We demonstrate our corporate responsibility by adhering to the highest ethical standards. Crestwood’s policies promote exceptional business behavior with a commitment to transparency. 

Our Approach

A strong Board of Directors structure is fundamental to our approach to governance and business ethics. The Board of Directors, including our independent Board members, enhance our corporate value through their oversight of our management team’s execution of our business strategy to create long-term sustainable value in alignment with our core values and stakeholder expectations. 

Enhancing Our Board Profile

A key focus in 2021 was to strengthen our Board structure. In March 2021, we agreed to a series of transactions that transferred control of our general partner interest to Crestwood. This enabled us to announce the transition to a publicly-elected Board, aligning with our sustainability strategy and commitment to strong corporate governance. 

Crestwood is one of three MLP Midstream companies to transition to a publicly-elected Board

We held our first annual unitholder meeting in May 2021 and have now fully transitioned to a publicly-elected Board, with oversight similar to that of a traditional public company. During this process, we have been resolute in maintaining strong corporate governance with a best-in-class Board structure, representative diversity and enhanced independence. Our inaugural Proxy Statement provides more details on our enhanced approach.

Board Changes in 2022 

While Crestwood concluded 2021 with seven directors, we had several Board appointments in early 2022 that were implemented to align with our long-term business strategy bringing a total of ten members on the Board. In addition, our long-time Board member, Mr. Alvin Bledsoe resigned from the Board after 15 years of dedicated service. We thank Mr. Bledsoe for his service as Audit Committee Chairman and for helping guide Crestwood's business strategy. 

Board Profile at a Glance (As of June 2022)

As part of our enhanced governance structure, we established a Nominating and Governance Committee that oversees the composition of the Board, its committees and our corporate governance practices in May 2021. We held our first Nominating and Governance Committee meeting in January 2022.

Established a Nominating and Governance Committee

Our five Board-level committees oversee company policies and business decisions in the following areas: Audit, Compensation, Finance, Nominating & Governance and Sustainability. For more information on our board committees and how they provide oversight of enterprise risks, please visit the Risk Management section.

Our Corporate Governance Guidelines set out general principles and reflect our commitment to providing oversight and accountability. In February 2021, we revised the guidelines to include the importance of our lead director’s role and our committees' associated responsibilities. Other revisions included a commitment to expand Board diversity, director unit ownership requirements and Board attendance requirements.

Crestwood Voice

The new Crestwood Board, comprised of a combination of legacy Crestwood directors, recently recruited independent directors and Oasis Midstream appointees, is well suited to drive Crestwood’s long-term business strategy while focusing on building unitholder value. As Crestwood’s Lead Independent Director, I am proud of Crestwood’s strong corporate governance model that continues to lead the MLP midstream sector with enhanced independence, diversity and transparency. 

Warren Gfellar
Independent Lead Director, Crestwood Board of Directors

Board Skills Composition

Our individual members’ diverse perspectives, industry experience and thought leadership remains a strength of our collective Board of Directors. This composition is fundamental to our core capabilities and business resiliency to effectively address challenges, capitalize on opportunities, remain innovative and mitigate risks for business success.

Crestwood remains committed to improving our Board diversity. Our process includes strategically searching for and engaging highly qualified candidates with diverse backgrounds when identifying and nominating Board candidates. Consequently, our Board possesses a wide range of skills, perspectives, experiences and qualifications. We maintain a skills matrix for our directors, disclosing their backgrounds and relevant experience to our business. We have incorporated this into our approach when searching for and nominating new directors.

Sustainability Committee Provides Oversight of Key ESG Risks


Mandate 

  • Provide oversight of sustainability initiatives and ensure that ESG risks are incorporated into Crestwood’s long-term business strategy
  • Oversee the development of Crestwood’s sustainability strategy
  • Review and approve the annual sustainability report

2021 Key Achievements

  • Reviewed and approved Crestwood’s 2020 sustainability report
  • Oversaw our risk management activities related to ESG risks, including climate-related risks
  • Participated in our second materiality assessment
  • Reviewed and approved Crestwood’s next three-year sustainability strategy and Carbon Management Plan
  • Monitored progress on our DEI strategy, DEI Five-Point Plan, U.S. climate change initiatives and greenhouse gas legislation including SEC climate-related disclosures

Business Ethics

We are dedicated to building our corporate culture around our values and operating principles. Crestwood is committed to ethical business activities, supported by our policies, rigorous management systems and processes. Our Code of Business Conduct and Ethics (Code) guides our everyday activities and outlines our guiding principles and expectations for employees, contractors and participating suppliers and vendors.

In 2021, 100% of required Crestwood employees, including the Board of Directors, completed Code of Business Conduct and Ethics Training

Every two years, all employees including part-time employees are required to complete ethics training on our Code. In 2021, we set the requirement that our Board of Directors also complete the Code of Business Conduct and Ethics training, thereby upholding Crestwood’s standards for ethics and integrity.

Our general counsel is also our chief compliance officer and oversees the implementation and compliance of our Code, including a biennial internal audit for ethics and integrity issues. Our internal audits help evaluate the success of our ethics procedures and the Code continues to reflect the changing landscape in which we operate.

We expect our suppliers and vendors to adhere to our fundamental values, policies and procedures and apply these same principles in how they do business. For more information on our requirements and expectations of our suppliers and vendors, please visit the Supply Chain Management page.

Ethics Hotline 

Any stakeholder, including employees, contractors, suppliers, vendors and community members, is invited to report their concerns or violations of Crestwood’s Code of Conduct through our independent, third-party maintained ethics hotline.

Our independent, third-party maintained ethics hotline is available 24/7

The ethics hotline is available 24 hours a day, seven days a week. Crestwood routinely shares information and builds awareness of the hotline with employees and key stakeholders. When using the ethics hotline, reporting options include anonymity and confidentiality. 

Business Ethics Metrics

  2019 2020 2021
Whistleblower Calls1  4 0 3

1Crestwood has specialists who investigate concerns or allegations about a breach of our Code of Conduct. We maintain a stringent no retaliation policy to protect any person making an allegation in good faith.


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.

Looking Ahead

In 2022, we will continue to enhance our approach to strong corporate governance in alignment with our ESG strategy, specifically with regards to our fully transitioned publicly-elected board. We plan to incorporate learnings from our first annual unitholder meeting and commit to enhance the transparency of our future annual proxy statements.