Committed to the Highest Ethical Standards and Robust Governance Practices
Built upon our Core Values, we are committed to maintaining an environment of high ethical standards and robust governance practices. The Newpark Code of Business Ethics and Conduct provides a clear framework, establishing our expectations for all global employees, as well as our Board of Directors.
As part of our governance framework, we also maintain our commitment to ongoing engagement with our shareholders, to ensure that we maintain strong alignment with shareholder interests, including all aspects of our business strategy and executive compensation programs, as well as our environmental, social and governance programs.
Learn more about the many facets of our governance framework below.
MEET OUR BOARD OF DIRECTORS
Newpark's Corporate Governance Guidelines establish criteria for the Board of Directors, its committees and the Company. Corporate Governance is a priority for Newpark and the guidelines and principles adopted requires that the directors, management and employees are held to the highest standards of integrity. Our guidelines address matters concerning Board membership (number of directors, qualifications and independence), the process by which Board members are elected, director responsibilities, interaction with senior management, stock ownership and performance. Newpark’s board governance is consistently rated in the top 10% of companies by institutional investor advisory firms.
Each of our board members routinely receive over 95% support in annual shareholder elections. To learn more about them and their individual roles please follow the link below.
BOARD COMMITTEES & CHARTERS
The Corporate Governance Guidelines establishes the following three Committees of the Board of Directors comprised of independent non-employee directors:
- The Audit Committee provides an independent review of the integrity of the Company’s financial statements, internal controls and ethics policies.
- The Compensation Committee is charged with the responsibility of setting compensation standards for the Company’s senior officers, administering the Company's equity incentive plans and producing an annual report on executive compensation.
- The Environmental, Social and Governance Committee acts as an advisor to the Board of Directors in matters of composition and function of the Board, identifying qualified individuals for election, nominating a group of individuals for election at the Company’s annual stockholder meeting and developing a set of corporate governance principles for the Company.
The Board of Directors have established a process for securities holders to send communications to one or more of its members. Communications should be sent by letter addressed to the member or members of the Board to whom the communication is directed, care of the Corporate Secretary, Newpark Resources, Inc., 9320 Lakeside Blvd., Suite 100, The Woodlands, TX 77381-1211. All communications will be forwarded to the Board member or members specified.
Deloitte & Touche LLP
Certified Public Accountants
Shareholder alignment begins with shareholder engagement. At Newpark, we are committed to maintaining an open line of direct communication with shareholders to ensure that we broadly understand their perspectives regarding our strategic direction, and a wide range of other topics, including our executive compensation programs, and our commitment to sustainability and corporate governance initiatives.
As part of our Total Rewards philosophy, we understand the importance of aligning the interests of our executives with those of our shareholders through a pay-for-performance compensation philosophy. As a result, a significant majority of our executive management’s compensation is in the form of variable compensation, determined based on the Company’s results.