PDC places a high value on corporate governance. The Company has established controls and procedures to ensure that material information relating to the Company and its consolidated subsidiaries is made known to the officers who certify the Company’s financial reports and to the other members of senior management and the Board of Directors.
The Company is in compliance with all applicable rules of NASDAQ and the Securities and Exchange Commission. PDC recognizes that establishing strong corporate governance ensures the continuing objective of achieving long-term value to our stockholders by adhering to the highest level of ethical standards. We are dedicated to maintaining the high standards of financial accounting and reporting that we have established. The Company will continue to act with honesty and integrity in all of its business dealings. Key governance actions taken by PDC include the following:
- The Board of Directors is comprised of 86% independent directors;
- The Board Chair position is split from the CEO position;
- The independent members of the Board meet regularly without the presence of management;
- The schedule and length of board meetings allows sufficient time for in-depth discussions, analysis and strategic planning and is designed to encourage interaction between directors and management;
- The charters of our Board Committees clearly establish their respective roles and responsibilities;
- The Audit Committee and Compensation Committee have implemented policies consistent with the recently enacted corporate reform laws for independence;
- PricewaterhouseCoopers LLP, our independent accountant, reports directly to the Audit Committee;
- 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 employees must affirm annually in writing 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.
| Committee | Bart R. Brookman | Pamela R. Butcher | Mark E. Ellis | Paul J. Korus | Lynn A. Peterson | Carlos A. Sabater | Diana L. Sands |
|---|---|---|---|---|---|---|---|
| Audit | Chair | Member | Member | ||||
| Compensation | Member | Member | Chair | ||||
| Environmental, Social, Governance and Nominating | Member | Member | Chair |
PDC has developed and adopted certain corporate governance principles establishing a common set of expectations to assist the Board and its committees in fulfilling their responsibilities to the Company’s stockholders to oversee the work of management and the Company’s results. PDC expects and requires that its Directors, officers and employees observe the highest standards of integrity in the conduct of Company business.
PDC has developed and adopted Corporate Governance Guidelines that govern the structure and functioning of the Board of Directors and establish the Board’s policies on a number of corporate governance issues.
PDC expects and requires that its directors, officers and employees observe the highest standards of integrity in the conduct of company business.