Our Strategic Vision for CO2 EOR

Corporate Governance

Denbury believes that good corporate governance is essential to fulfilling our obligations to our stakeholders and to operating as a good corporate citizen. The manner in which we conduct ourselves and our business operations directly affects our ability to sustain our business and operate responsibly. Our Board of Directors and senior management spend a great deal of time implementing corporate governance policies and practices that uphold our core values, align with our corporate governance commitments and support our business sustainability.

Denbury's board of directors

We believe that good corporate governance is essential to fulfilling our obligations to our stakeholders and to operating as a good corporate citizen.

Our Board of Directors (“Board”) is Denbury’s highest governing body. The business, properties and affairs of the Company are managed by the Chief Executive Officer under the direction of the Board. The Board has responsibility for establishing broad corporate policies and for the overall performance and direction of the Company, but is not involved in day-to-day operations. Board members remain informed of Denbury’s business by participating in Board meetings, attending committee meetings, reviewing regularly provided analyses and reports, and engaging in thorough discussions with the Chief Executive Officer and other officers of the Company.

Denbury Board of Director Facts
  • Denbury has eight directors on its Board
  • All seven non-employee directors are independent
  • Denbury has one female Board member
  • Our directors represent a broad cross-section of backgrounds, experiences and expertise
  • Our Board has separated the position of Chairman and CEO
  • Our non-employee directors have regularly scheduled executive sessions without management present
  • All Board members are subject to stock ownership guidelines to help ensure that their interests align with those of our shareholders
  • The Board and each Board committee complete an evaluation every year to ensure they are operating efficiently and effectively and in accordance with governing rules and regulations

Our Board believes that good corporate governance is ever-evolving, and consequently it reviews our corporate governance guidelines, committee charters and other corporate governance documents at least annually with a view toward continuous improvement. Peer data and best practices are reviewed to ensure that we are at the forefront of successful and responsible corporate governance practices.

Highlights of Recent Governance Document Changes
  • In 2013, based on investor feedback, the Board approved an expansion of the Reserves and HSE Committee’s oversight responsibility to include reviewing the Companys strategy and initiatives in the area of corporate social responsibility and the Company’s reports regarding corporate responsibility activities prior to publication.
  • In 2013, the Board approved a new committee, the Risk Committee, because it believed that a committee dedicated to risk oversight of certain areas would strengthen the Board’s oversight responsibility.
  • In 2014, the Board approved an expansion to its primary responsibility as memorialized in its Corporate Governance Guidelines. The primary responsibility language changed from overseeing the “maximization of long-term stockholder value for the Company’s stockholders” to “maximization of long-term stockholder value for the Company’s stockholders, with due regard for the Company’s employees and other stakeholders.” The Board believes that this change was necessary to help communicate that all Denbury’s stakeholders are considered when making decisions and carrying out their oversight responsibilities.
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Denbury board committees

Audit

The primary purposes of the Audit Committee, which are discussed in detail in its charter, are to (a) appoint, oversee, compensate and evaluate the Companys independent registered public accounting firm, (b) oversee and evaluate the Companys internal audit function, and (c) provide assistance to the Board in fulfilling its oversight responsibility with respect to the integrity of the Company’s financial statements and the evaluation as to whether the Company has effective processes for risk assessment and risk management, among many others.

Compensation

The primary purpose of the Compensation Committee is to provide assistance to the Board in discharging its oversight responsibilities relating to the compensation and development of the Chief Executive Officer and other officers, and to oversee and administer the Companys equity and other compensation and benefit plans. The Compensation Committee’s duties and responsibilities, which are discussed in detail in its charter, include reviewing and recommending for adoption by the Board a general compensation program and salary structure for the Company and reviewing the program annually, recommending to the Board overall salary increases, bonus levels and other annual compensation, and proposing modifications to the compensation program as deemed necessary.

Denbury’s Board of Directors has five standing committees that meet regularly:
  • Audit
  • Compensation
  • Nominating/Corporate Governance
  • Reserves and Health, Safety and Environmental
  • Risk

Our Board’s Corporate Governance Guidelines and each Committee’s charter can be found at www.Denbury.com.

Nominating/Corporate Governance

The primary purpose of the Nominating/Corporate Governance Committee is to provide assistance to the Board in discharging its oversight responsibilities relating to effective corporate governance. The Nominating/Corporate Governance Committees duties and responsibilities, which are discussed in detail in its charter, include identifying, recruiting, screening, interviewing and recommending for selection by the Board individuals qualified to become members of the Board and developing and recommending to the Board for its approval various codes of conduct and ethics and a set of corporate governance guidelines.

Reserves and Health, Safety and Environmental (HSE)

The primary purpose of the Reserves and HSE Committee is to provide assistance to the Board in discharging its oversight responsibilities relating to the Companys independent reserves engineer, information regarding the Companys reserves and the Companys health, safety and environmental policies, practices and procedures. The Reserves and HSE Committees duties and responsibilities, which are discussed in detail in its charter, include reviewing the Companys strategy and initiatives in the area of corporate social responsibility and the Companys reports regarding corporate responsibility activities prior to publication.

Risk

The primary purpose of the Risk Committee is to provide assistance to the Board in discharging its oversight responsibilities relating to the Companys principal business, financial and operational risks, and other material risk exposures, and the actions, activities and initiatives of the Company, and to mitigate such risks and exposures, in each case to the extent such oversight is not otherwise the duty or responsibility of other committees of the Board. The Risk Committees duties and responsibilities, which are discussed in detail in its charter, include reviewing and evaluating management’s identification of the major risks to the Company’s business and reviewing the principal financial risks, exposures and liabilities undertaken or assumed by the Company.

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Risk oversight

The Board is responsible for oversight of our risk assessment and risk management. The Board strives to effectively oversee our enterprise-wide risk management while maximizing the long-term value for our stockholders, with due regard for our employees and other stakeholders. The Board receives regular updates from, and maintains an active dialogue with, members of our management team and Internal Audit Department about existing risk management processes and how management identifies, assesses and responds to our most significant risk exposures. These interactions enable the Board to evaluate whether management is appropriately managing our most significant risks.

The Board also relies on, and has delegated certain aspects of its oversight responsibility to, its committees to assist the Board with its overall risk assessment and risk management responsibilities. Each committee reviews and assesses with management risk-related matters within the scope of its responsibilities and reports regularly to the Board on such risk-related matters. For example: the Audit Committee oversees our guidelines and policies with respect to risk assessment and risk management, as well as our major financial risk exposures and the steps management has taken to monitor and control such exposures; the Risk Committee oversees our principal business, financial and operational risks, and our other material risks and exposures, and the actions, activities and initiatives we undertake to mitigate such risks and exposures; the Nominating/Corporate Governance Committee oversees risks relating to our corporate governance matters and legislative affairs and activities and matters related thereto; the Compensation Committee oversees the extent to which risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on us; and the Reserves and Health, Safety and Environmental Committee oversees the independent reserves engineers’ identification of issues and business risks and exposures, and our health, safety and environmental policies, practices and procedures and management’s assessments of high risk areas with respect thereto.

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Grievance process

GRI:
G4-58
Ethics and
Integrity

The cornerstone of good corporate governance is having a reliable and trustworthy grievance system or process for reporting grievances and violations of our Code of Conduct and Ethics (“Code”) to ensure that the process is communicated to our employees and other stakeholders. Our employees are expected to bring matters of concern to their manager first, and if there are reasons they are uncomfortable doing so or think that the issue needs attention from a different perspective, they may turn to a Vice President or the Human Resources, Audit and Legal departments. Our Code prohibits any retaliation against anyone from coming forward with a concern or making a good faith report of suspected misconduct, regardless of the outcome. In addition, internal and external parties can call the Denbury Compliance Hotline at any time to anonymously submit any ethical concern or violation of our Code.

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Message From Our CEO

Phil Rykhoek President and Chief Executive Officer

Download Our 2015 Corporate Reponsibility Report

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