25JAN201401232977
CORPORATE GOVERNANCE
Board Leadership Structure
The Board recognizes that one of its key responsibilities is to evaluate responsibilities include, among others, calling meetings of the
and determine its optimal leadership structure so as to provide non-management directors, presiding over executive sessions of the
independent oversight of management. The Board understands that
non-management directors, participating in the formulation of board
the optimal Board leadership structure may vary as circumstances and committee agendas and, if requested by stockholders, ensuring
warrant. Consistent with this understanding, non-management
that he is available, when appropriate, for consultation and direct
directors consider the Board’s leadership structure on an annual
communication. Mr. William P. Utt currently serves as our lead
basis.
director, although this position rotates from time to time on a
non-periodic basis.
The Board’s current view and election is that the optimal Board
leadership structure for us is served by the role of Chairman of the The Board has determined that this leadership structure is optimal for
Board being held by our Chief Executive Officer, Mr. Joseph H.
us because it believes that having one leader serving as both the
Bryant. Our non-management directors have also determined that it
Chairman and Chief Executive Officer provides decisive, consistent
is optimal for the Board to have a ‘‘lead director,’’ whose and effective leadership.
Director Independence
The Board has determined that all of our directors other than are ‘‘independent directors’’ as defined by Rule 10A-3 of the
Mr. Bryant are ‘‘independent directors’’ as defined by the NYSE rules.
Securities Exchange Act of 1934, as amended (‘‘Exchange Act’’).
In addition, the Board has determined that Mr. Martin H. Young, Jr.,
There are no family relationships among any of our executive officers,
Dr. Jack E. Golden, Mr. Jon A. Marshall and Dr. Myles W. Scoggins directors or nominees for director.
Board’s Role in Risk Oversight
Management has implemented an Enterprise Risk Management
Because overseeing risk is an ongoing process and inherent in our
(‘‘ERM’’) process to assist in the Board’s oversight of our risks.
strategic decisions, the Board also discusses risk throughout the year
Management, which is responsible for day-to-day risk management,
at other meetings in relation to specific proposed actions and in
conducts a risk assessment of our business annually. The risk response to external changes or dynamics.
assessment process is global in nature and identifies and assesses
The Board currently considers specific risk topics, including risks
our risks, as well as steps to mitigate and manage the risks, which
associated with our strategic plan, partners, our exploration,
may be financial, operational or strategic in nature. The centerpiece of
appraisal and development drilling program, our development
the assessment is a discussion of our key risks, which includes a
projects, our capital structure, capital needs, financing alternatives,
review of the potential magnitude and likelihood of each risk and
industry regulations and other operational activities. Further, the
management’s initiatives to manage and mitigate each risk.
Board is routinely informed by management of developments that
This annual risk assessment is updated regularly by management and could affect our risk profile or other aspects of our business.
reviewed quarterly by the Board. In addition, each of the Board’s three
committees has been tasked with monitoring specific risks applicable
to their committees. Insights of these committee reviews are then
discussed at full Board meetings.
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