At Hess Corporation we have a long standing commitment to conduct business in accordance with the highest ethical standards. We wholly support the recent SEC and NYSE corporate governance initiatives to achieve greater transparency for investors and emphasize the accountability of directors and management.
Board of Directors
Our Board currently consists of twelve members, eleven of whom are independent under NYSE rules. There are currently eight regular meetings per year. Non-management directors meet privately after each regularly scheduled Board meeting, with the Chairman of the Board presiding. The Board had adopted a set of Corporate Governance Guidelines to address a number of issues relating to the functions of the Board of Directors.
The Board has three principal committees: the Audit Committee, the Compensation and Management Development Committee, and the Corporate Governance and Nominating Committee. Each of the members of these Committees is independent under NYSE and SEC rules. Each committee has a written charter that sets forth its purpose and responsibilities.
As stated in its charter, the Audit Committee's purpose is to fulfill the Board's oversight responsibility relating to the company's financial statements, financial reporting practices, systems of internal accounting and financial and disclosure controls, internal audit function, the retention and oversight of independent auditors and oversight of the company's environmental, health, safety and social responsibility programs. The Audit Committee currently consists of four members and meets approximately six times per year.
Compensation and Management Development Committee
As stated in its charter, the Compensation and Management Development Committee's purpose is to approve the compensation of the Company's Chief Executive Officer, to monitor the company's compensation and benefit programs, to review management development and succession programs and to prepare the annual report on executive compensation for the company's proxy statement. This Committee currently consists of five members and meets approximately five times per year.
Corporate Governance and Nominating Committee
As stated in its charter, the Corporate Governance and Nominating Committee purpose is to identify and recommend individuals to the Board for nomination as members of the Board and its committees consistent with criteria approved by the Board, make recommendations to the Board regarding Board practices and corporate governance and develop and recommend to the Board a set of corporate governance principles applicable to the Corporation. The Committee currently consists of five members and meets approximately four to six times per year.
Hess Global Compliance
The Global Compliance Group oversees the company’s worldwide compliance program. The centerpiece of this program is the Hess Code of Business Conduct and Ethics, which applies to every company director, officer and employee. The Code defines the company’s standards of ethical and legal business conduct and establishes the behaviors expected of everyone who works for or on behalf of Hess.
The Global Compliance Group raises compliance awareness through communication and education, monitors and audits the compliance program, and investigates and responds to suspected violations of applicable law or company policy. Employees and outside parties can reach the Global Compliance Group directly at any time to ask questions, raise concerns, or seek advice, or anonymously through the Hess Hotline.
Global Compliance Direct
Mail: Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
Phone: 1-877-296-1343 (Toll-Free USA)
Secure Fax: 1-877-876-4254 (Toll-Free USA)
If your concern is regarding employee benefits, salary administration or leave of absence issues, please call the HR Service Center at 1-877-511-4377.
- Phone: 1-800-352-2790 (Toll-Free USA) or 1-503-597-4377 (International Collect Call)
- Website: HessHotline.ethicspoint.com
- Local toll-free phone numbers can be found on the Hess Hotline website
Communication to Management and Audit Committee of the Board of Directors about Compliance Issues
The Global Compliance Group also communicates with management and the Audit Committee of the Board of Directors about compliance matters.
For information about the company’s anti-bribery and anti-corruption compliance program, click here or visit the Sustainability page.