Corporate Governance

The Audit Committee is comprised of all independent directors. The primary purpose of the Audit Committee, which is discussed in detail in its charter, is to assist with the Board’s oversight of the:

• integrity of the Company’s financial statements;
• Company’s compliance with legal and regulatory financial reporting requirements
• independent registered public accounting firm’s independence and qualifications;
• performance of the Company’s internal audit function and independent registered public accounting firm;
• preparation of required disclosures for the Company’s filings with the SEC;
• independence of the Company’s independent reserves engineer;
• reporting of the Company’s oil, natural gas and CO reserves; and
• evaluating whether the Company has effective processes for risk assessment and risk management.

Download audit committee charter

Denbury’s Compensation Committee is comprised of all independent directors, consistent with independence requirements of the NYSE applicable to compensation committee members.

The primary purpose of the Compensation Committee is to provide assistance to the Board in discharging its oversight responsibilities relating to the compensation and development of the Chief Executive Officer and other officers, and to oversee and administer the Company’s equity and other compensation and benefit plans. The Compensation Committee’s duties and responsibilities, which are discussed in detail in its charter, include:

• reviewing and approving a general compensation program and salary structure for the Company, including overall salary increases, bonuses and other annual compensation, and proposing modifications to the compensation program as deemed necessary;
• reviewing and approving on at least an annual basis the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of these goals and objectives, and determining and approving the Chief Executive Officer’s compensation based on this evaluation, as well as, in consultation with the Chief Executive Officer, evaluating the performance of, and reviewing and approving the compensation of, all other senior executives on an annual basis;
• reviewing the independent, non-employee, outside directors’ compensation program for appropriateness, competitiveness and plan design, and approving any changes to the amount and form of such compensation, as appropriate;
• reviewing and approving the adoption of, or material modifications to, the Company’s incentive compensation plans (including the 2020 Plan), deferred compensation plans, employee stock purchase plans and equity-based plans, approving awards under these plans, and administering these plans; and
• reviewing and discussing with management the compensation discussion and analysis and preparing and approving the Compensation Committee Report.

Download compensation committee charter

In December 2021, the Nominating/Corporate Governance Committee and Sustainability Committee were combined to form the Sustainability and Governance Committee, which as further described below, has assumed the responsibilities of the former Nominating/Corporate Governance Committee.

The Sustainability and Governance Committee is comprised of all independent directors. The primary purpose of the Sustainability and Governance Committee, which is discussed in further detail in its charter, is to assist with the Board’s oversight of:

• key sustainability strategies, policies, position statements, practices, procedures and targets, and assessments of relevant high risk areas related thereto;
• the Company’s performance with respect to health, safety, climate change and sustainability targets, as well as compliance with health, safety and environmental laws, rules and regulations, in each case to the extent applicable to the Company’s business;
• proposed long-term targets and aspirations for environmental, social and governance performance; significant health, safety and environmental litigation and regulatory proceedings in which the Company is, or is reasonably likely to become, involved;
• human capital management initiatives, including diversity, equity and inclusion matters, workplace culture and talent development;
• the Company’s public reports regarding environmental, social and governance responsibility activities prior to publication;
• identifying, recruiting, screening, interviewing and recommending individuals qualified to become members of the Board (see Governance of the Company – Identification of Director Candidates);
• analyzing each current or prospective director’s eligibility to be classified as “independent” to serve on the Board and each committee of the Board;
• recommending and evaluating the director nominees to be presented for stockholder approval at the annual meeting of stockholders or for appointment by the Board if a vacancy occurs between annual meetings; and
• developing and recommending to the Board for its approval various codes of conduct and ethics and a set of corporate governance guidelines.

Download sustainability & governance committee charter