The Board of Directors of Targa believes that sound corporate governance practices and policies provide an important framework to assist the Board in fulfilling its duty to stockholders. Our corporate governance practices and policies are reflected in our:
Ethics and Compliance Hotline
We offer two convenient and confidential ways to seek assistance and report potential ethics and compliance issues. Both resources are hosted by a third party to maintain confidentiality and anonymity when requested. All employees, customers, vendors and other stakeholders can communicate concerns by calling 1-833-TELLTRC (1-833-835-5872) or going to our ethics and compliance website at https://targaresources.ethicspoint.com. Our Code of Conduct is disseminated annually to employees for their review and acknowledgement and it contains additional information for reporting potential ethics and compliance violations.
Several highlights that demonstrate our commitment to corporate governance include:
- Nine of our twelve Directors are independent, as of June 1, 2020
- Our Audit, Compensation and Nominating and Governance Committees are fully independent
- Independent Directors chair each of our Committees
- Independent Directors conduct executive sessions at meetings without the presence of members of management
- Our Nominating and Governance Committee periodically reassesses our Corporate Governance Guidelines
- Our Board conducts annual self-evaluations to determine whether the Board and its Committees are functioning effectively
- Performance-based incentive awards or payments for our officers who are subject to Section 16 of the Exchange Act are subject to clawback in the event of restatement of financial results or other events that negatively impact our company, including personal misconduct that results in an adverse impact on our financial performance
Our Code of Conduct prohibits employees from making political contributions for, or on behalf of, Targa to any candidate for U.S. federal, state or local office or for foreign elections unless allowed by applicable law and approved in advance by Targa’s Chief Executive Officer, any President, Chief Financial Officer, or General Counsel.
Board of Directors
Our Board of Directors provides essential oversight for our company. Fostering diversity of backgrounds, skills and experiences among the members of our Board is critical to our success.
Our Board has a standing Audit Committee, Compensation Committee, Nominating and Governance Committee, and Risk Management Committee, and may have such other committees as the Board may determine from time to time.
Additionally, our Risk Management Committee oversees our commodity price and commodity basis risk management and hedging activity.
Board Diversity Highlights
Our Directors have extensive and diverse experience relevant to our business and strategy that enhances the knowledge of our Board, including significant experience in the following industries:
- Exploration and production
- Energy infrastructure services
- Chemical processing and refining
- Energy and logistics services
- Power generation
- Gas and power marketing
- Energy consulting
- Financial services
Our Directors also currently hold or have held a diverse range of leadership positions, including:
- President and Chief Executive Officer
- Chief Financial Officer
- Chief Operating Officer
- Chief Commercial Officer
- General internal and external auditor
- Senior commodity sales and trading executive
- Business owner / entrepreneur
If a vacancy on our Board arises, then our Nominating and Governance Committee is instructed by its charter to consider the diversity and optimal enhancement of the current mix of talent and experience on the Board.
Targa’s cybersecurity program is based upon the National Institute of Standards of Technology (NIST) Cybersecurity Framework. Our program is comprehensive in scope and covers all of Targa’s general corporate Information Technology (IT) systems as well as Operational Technology (OT) systems supporting our various lines of business. Our senior leadership team along with our Audit Committee routinely receive regular and recurring program updates, metrics, and roadmaps to promote the effectiveness of the program and the alignment with Targa’s business objectives.
Our cybersecurity program follows Defense in Depth principles layering diverse countermeasures from perimeter to internal information technology systems. A wide variety of physical and logical cybersecurity technologies, processes, and architecture best practices are in use throughout the enterprise. Technologies and processes are routinely tested by both internal Targa personnel as well as independent third parties to foster the effectiveness of the program. We have a formal Cyber Incident Response Plan (CIRP) and the CIRP and associated management and communications processes are periodically tested using comprehensive real-world tabletop exercises.
An employee’s understanding, detection and reporting of a cyber threat is a key component of our program. As a result, security awareness is provided to employees in the form of computer-based training, employee meetings, posters in the workplace, screensavers on computers and email communications. Simulated phishing attacks are also conducted quarterly on employees in order to identify those that need further training.
The cybersecurity threat landscape is dynamic and ever changing. Targa maintains close relationships with various cybersecurity industry subject matter experts, law enforcement research and benchmark organizations, as well as industry peers with the goal of effectuating a program with real-time threat information and best practice countermeasures to proactively protect Targa’s technology environment against current and emerging threats.
Targa is involved with a number of industry associations, legislative and/or regulatory committees, and other stakeholder groups. Through involvement and leadership in these groups, we participate in discussions about policy issues related to our business and provide input from the midstream energy sector.
- Independent Petroleum Association of America (IPAA)
- GPA Midstream
- Petrochemical Feedstock Association of the America (PFAA)
- EPA Natural Gas STAR
- Association of Oil Pipelines (AOPL)
- International Liquids Terminal Association (ILTA)
Texas, Louisiana, New Mexico
- Texas Pipeline Association (TPA)
- Texas Oil and Gas Association (TxOGA)
- Texas Gas Association (TGA)
- Greater Houston Partnership
- Greater Houston Port Bureau
- Louisiana Oil and Gas Association (LOGA)
- Louisiana Association of Business and Industry (LABI)
- New Mexico Oil and Gas Association (NMOGA)
- New Mexico Methane Advisory Panel (MAP)
- Oklahoma Independent Petroleum Association and the Oklahoma Oil & Gas Association (OIPA-OKOGA)
North Dakota, Montana and Wyoming
- North Dakota Petroleum Council (NDPC)
- North Dakota Tribal Lands Committee
- North Dakota Flaring Task Force Committee
- World LPG Association (WLPGA)
- WLPGA Industry Council