Sustainability Governance

Denbury believes that responsible sustainability governance is essential to fulfilling our obligations to our stakeholders and operating as a good corporate citizen. The manner in which we conduct ourselves and our business operations directly affects our ability to sustain our business and operate responsibly. Our Board of Directors and senior management are highly focused on implementing corporate governance policies and practices that uphold our core values, align with our corporate governance commitments and support our business sustainability.

GOVERNANCE HIGHLIGHTS

We believe that responsible sustainability governance is essential to fulfilling our obligations to our stakeholders and to operating as a good corporate citizen.

Denbury

  • Executive compensation linked to Environmental, Social, and Governance ("ESG") performance
  • ESG risks are overseen by our senior management and the Sustainability Committee of the Board which was established in 2020.
  • Third-party compliance reporting tools are available to anonymously report ethical concerns or violations of our Code of Conduct and Ethics
  • 7 out of 8 directors are independent, including an independent Chairman of the Board
  • 25% female representation on the Board
  • Ethnically diverse board representation since 2020

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DENBURY’S CODE OF CONDUCT AND COMPANY POLICIES

Code of Conduct and Ethics

Denbury’s Code of Conduct and Ethics (“Code”), together with our Company policies, serves as our guide to “Doing Right” and operating with our core values of Integrity, Teamwork, Respect, Excellence and Innovation. Our Board of Directors (“Board”) is responsible for developing and approving our Code, and the Nominating/Corporate Governance Committee is responsible for reviewing compliance with the Code with respect to senior management. Denbury conducts annual training on the Code, and each year, employees are required to certify that they have read and understand the Code. Denbury’s Code can be found at www.denbury.com under the “About Denbury – Corporate Governance” link.

Additionally, Denbury participates annually in National Corporate Compliance and Ethics Week, during which employees receive communications and training on key areas of corporate compliance that are aligned with, and designed to highlight, our core values.

Compliance Hotline and Grievance Reporting
GRI:
102-17
Ethics and
Integrity

The cornerstone of good corporate governance is having a reliable and trustworthy grievance system, or process for reporting grievances and violations of our Code, and ensuring that the process is communicated to our employees and other stakeholders. Our Code prohibits any retaliation against anyone from coming forward with a concern or making a good faith report of suspected misconduct, regardless of the outcome. Internal and external parties can call the Denbury Compliance Hotline at any time to anonymously submit any ethical concern or violation of our Code.

Compliance hotline

HSE Policy

In 2021, Denbury revised our Health, Safety and Environmental Policy (“HSE Policy”) to update our guiding principles and better reflect our company-wide approach to health, safety and the environment.

Our HSE Policy can be found at www.denbury.com under the “Responsibility” link.

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RISK OVERSIGHT

Board and Management Responsibility

The Board is responsible for oversight of our risk assessment and risk management. The Board strives to effectively oversee our enterprise-wide risk management while maximizing the long-term value for our investors, with due regard for our employees and other stakeholders. The Board receives regular updates from, and maintains an active dialogue with, members of our management team and Internal Audit Department about existing risk management processes and how management identifies, assesses and responds to our most significant risk exposures. These interactions enable the Board to evaluate whether management is appropriately managing our most significant risks.

Board Committees

The Board also relies on, and has delegated certain aspects of its oversight responsibility to, its committees to assist the Board with its overall risk assessment and risk management responsibilities. With senior management, each committee reviews and assesses risk-related matters within the scope of its responsibilities and reports regularly to the Board on those risk-related matters. For example, the Audit Committee oversees our guidelines and policies with respect to risk assessment and risk management, as well as our financial reporting, cybersecurity and regulatory compliance risk exposures and the steps management has taken to monitor and control such exposures. The Nominating/Corporate Governance Committee oversees risks relating to our corporate governance matters and legislative affairs and activities and related matters. The Compensation Committee oversees the extent to which risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on us. The Sustainability Committee oversees our health, safety, climate change, environmental, social and community policies, practices and procedures and management’s assessments of high risk areas.

The Sustainability Committee of the Board was established in 2020 and is charged with overseeing our health and safety, climate change, environmental, social and community matters, including with respect to:

  • identifying risk areas and sustainable strategies related to health, safety, environmental, social and community issues;
  • compliance with applicable health, safety and environmental laws, rules and regulations;
  • proposed targets, metrics and aspirations for environmental, social and governance performance;
  • practices, strategies and initiatives related to human capital management, such as diversity, equity and inclusion matters, workplace culture and talent development;
  • identifying significant legislation or regulations, judicial decisions, public policies or other medical or scientific developments involving health and safety, climate change, environmental, social and community matters that may likely materially affect the Company and its employees;
  • preparation of public reports regarding environmental, social and governance responsibility activities; and
  • monitoring the broader community, climate change and sustainability concerns and issues relevant to the Company’s business, positioning and prospects.
Climate Change Risk Management

Our Board, Sustainability Committee and management regularly consider climate change-related risks as a part of our ongoing risk assessment and risk management processes. For example, our Board and management consider and discuss forecasts of future oil supply and demand and pricing in energy markets and changes in government regulations and policy. When forming our long-term investment and development plans, our Board, Sustainability Committee and management also consider a range of scenarios, which can include how such scenarios impact climate change and carbon emissions, and CCUS. These assessments are integrated into our overall risk management processes. As discussed throughout this Report, we are committed to engaging with stakeholders, policy makers, regulators and our industry on climate change issues and risks and to considering our impact on the environment.

Executive Compensation and HSE Performance

The annual incentive bonus of every Denbury employee, including our executive officers, is tied, in part, to Denbury’s HSE Performance. For 2021, HSE Performance will account for fifteen percent (15%) of the bonus metrics.

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Cybersecurity Risk Management

The Audit Committee of the Board has direct oversight of Denbury’s guidelines and policies with respect to risk assessment and risk management, including cybersecurity risk exposures and the steps senior management has taken to monitor and control such exposures. The Audit Committee receives briefings on cybersecurity matters from the Company’s management and reports any cybersecurity matters to the Board on a quarterly basis.

Denbury regularly uses third party resources to audit and test our information technology security. We also have an internal information technology security training program which includes mandatory annual online training and testing for all employees.

As of the date of this Report, we have not experienced any significant cybersecurity breach.

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