Governance
Performing at the highest level, adhering to the highest standards.
Sound governance practices are foundational to any high-performing organization. At CSW, our practices demonstrate our commitment to thoughtful governance that helps the Company effectively manage enterprise risks and ultimately preserve and drive long-term shareholder value.
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Board Independence and Leadership
Our Board of Directors has a responsibility to oversee the Company’s leadership in the competent and ethical operation of the Company and to ensure that our shareholders’ best interests are being served. We believe that a governance structure characterized by an engaged, qualified, and independent Board, operating within a well-defined leadership structure, best promotes the Board’s efforts to meet their responsibilities.
Our Corporate Governance Guidelines require that a majority of our Board members be independent under NYSE rules and applicable law, and only those Board members who have no material relationship with the Company are deemed independent. Further, our independent Board members operate under the leadership of a Lead Independent Director, who has well-defined responsibilities that support and facilitate the Board’s oversight obligations.
Three Key Committees
The Company’s Board of Directors has three committees to provide experienced and independent oversight for key aspects of our business and operations.
Audit Committee
Oversees risk management relating to financial reporting and public disclosure and legal and regulatory compliance, and reviews and discusses the process by which the Board and its committees oversees senior management’s Enterprise Risk Management program.
Compensation and Talent Development Committee
Oversees risk management relating to executive compensation, organizational design and leadership succession planning.
Nominating and Corporate Governance Committee
Oversees risk management relating to director independence and corporate governance, as well as risk related to the Company’s Environmental, Social and Governance program.
Code of Business Conduct
We hold the highest of standards.
Our comprehensive Code of Business Conduct defines the standards for how we do business. It reflects our commitment to conducting operations around the world according to the highest ethical standards, embodying our core value of Excellence and including our commitment to developing and sustaining a "safety-first" culture. It applies to all team members of CSW and its subsidiaries, regardless of their location.
Ethics
Ethics first, always.
At CSW, maintaining ethical standards is job one. Our Code of Business Conduct helps team members assess the right answer to ethical questions that may arise. In addition to receiving digital and printed copies of the Code of Business Conduct, every CSW team member must conduct a 90-minute digital training session on an annual basis. We also highly encourage team members to report any violation of law, Code of Business Conduct, or Company policy.
Team members have multiple ways to report concerns or incidents, including to consult with their supervisors or Human Resources representatives.
