Governance

Governance

Earthstone has a highly experienced and engaged Board of Directors that is dedicated to sound corporate governance principles. Although considered a controlled company under the guidelines of the NYSE and exempt from certain actions, the Company and the Board are committed to achieving long-term stockholder value by adhering to the highest level of ethical standards. As part of this commitment, the Board has adopted charters, policies and codes of conduct, which are presented below.

Key governance actions taken by Earthstone include the following:
  • The Board Chair position is split from the CEO position;
  • The independent members of the Board meet without the presence of management;
  • Our independent accounting firm reports directly to the Audit Committee;
  • The Company has a Compensation Committee that meets and reports to the full Board;
  • The Company has an ethics policy (Code of Business Conduct and Ethics) and an insider trading policy, to which our key corporate decision-makers must strictly adhere; and
  • All directors, officers, and employees must affirm annually their acceptance of the Code of Business Conduct and Ethics.
We will continue to evaluate our corporate governance policies to ensure that they reflect our commitment to good corporate governance.

Executive Sessions

Our corporate governance guidelines provide that the non-management directors will have regularly scheduled meetings in executive sessions without management participation. In the event that the non-management directors include directors who are not independent, then at least once a year, there should be an executive session including only independent directors. Assuming he or she is independent, the Chairman of the Board shall preside at and is responsible for preparing an agenda for the meetings of the independent directors in executive session. If the Chairman of the Board is not independent, the Board shall recommend an independent director to preside at these meetings.

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