Our Governance Structure
Our Board of Directors is the highest governance body at EQT and oversees the management of our business with a focus on policy and strategic direction. The Board has adopted comprehensive Corporate Governance Guidelines, which, among other things, require that our Board annually appoint an independent director to serve as Board Chair. We outline our Board leadership philosophy, including the responsibilities of our independent Board Chair, in paragraph 5(g) of our Corporate Governance Guidelines.
Our Board of Directors was substantially reconstituted at our annual meeting of shareholders on July 10, 2019. Thereafter, a new executive management team led by Toby Z. Rice as President and Chief Executive Officer was appointed to lead our evolution into a modern, connected, digitally-enabled organization with a refocused vision and purpose. As a result of the reconstitution, our Board is composed of an equal number of women and men.
As of December 2019, we had four standing Board Committees:
- Management Development and Compensation
- Corporate Governance
- Public Policy and Corporate Responsibility
See our Board Committee charters on our Governance Documents page. In addition, details regarding the diversity of our Board as of December 31, 2019, are included in the chart below. The Board does not have a specific diversity policy, but fully appreciates the value of Board diversity. The Board believes diversity affords the opportunity for a variety of viewpoints, which improves the quality of dialogue, contributes to a more effective decision-making process and enhances overall culture in the boardroom.
In evaluating candidates for Board membership, the Board and the Corporate Governance Committee consider many factors based on the specific needs of the business and what is in the best interests of EQT’s shareholders. This includes diversity of professional experience, race, ethnicity, gender, age and cultural background. In addition, the Board and the Corporate Governance Committee focus on how the experiences and skill sets of each director nominee complement those of fellow director nominees to create a balanced Board with diverse viewpoints and deep expertise.
EQT Board of Directors Composition and Diversity1
1 Data as of 12/31/19. Minority population includes: American Indian/Alaska Native, Asian, Black/African American, Hispanic or Latino or any employee disclosing two or more races.
Two Board-level Committees contribute to setting our direction with respect to Environmental, Social and Governance (ESG) matters. The Corporate Governance Committee and the Public Policy and Corporate Responsibility (PPCR) Committee are responsible for developing, and making changes to, our ESG strategy. Additionally, the Corporate Governance Committee periodically evaluates our performance in achieving the intended goals of our ESG strategy. Each of these Committees revised its charter in 2020 to include explicit ESG oversight.
Our newly formed management ESG Committee supports the Corporate Governance and PPCR Committees and helps guide our ESG strategy. Driven by our commitment to operating safely and sustainably, we formed the ESG Committee in early 2020 to support our on-going commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability and other public policy matters relevant to EQT. The ESG Committee, comprised of our Chief Executive Officer, General Counsel, Chief Financial Officer and senior leaders from our critical business functions, meets at least once a quarter, and held 15 meetings in the first three quarters of 2020. The ESG Committee reports and makes recommendations to both the Corporate Governance and PPCR Committees regularly on emerging ESG matters. Our full Board also discusses critical ESG topics, such as safety, governance, sustainability, climate change and other environmental matters, as applicable.
ESG Strategy Development and Implementation
To ensure our ESG strategy is, and continues to be, fully informed, the ESG Committee leverages external research and benchmarking, researches ESG best practices, evaluates data trends and engages stakeholders — all in an effort to identify the ESG issues most pertinent to EQT, as well as potential opportunities for improvement. Examples of our stakeholder engagement include external outreach to investors, credit providers, landowners, environmental certification organizations and other groups to better understand how we can address key ESG issues and internal polling of employees to better understand the impact of our social initiatives. Stakeholder outreach is a standing agenda item for each ESG Committee meeting. For more information on our engagement strategy, see Stakeholder Engagement and Materiality.
The ESG Committee also assists our executive team and senior management in developing, implementing and monitoring initiatives, processes, policies and disclosures in accordance with our ESG strategy. In combination with the Board support described above, the ESG Committee both provides guidance to the Board on strategic direction and works with senior management to coordinate the implementation of our strategy company-wide.
Our ESG Committee oversees our ESG reporting process, including coordination with internal subject matter experts as needed. In addition, the PPCR and Corporate Governance Committees have an opportunity to review and provide feedback regarding our annual ESG Report.