CORPORATE RESPONSIBILITY REPORT 2016

Vision

To be a leading midstream service provider that creates exceptional value for all stakeholders by:

  • Operating our integrated midstream assets safely and efficiently and making pragmatic financial management decisions enabling ONEOK to execute its growth strategies;
  • Maximizing dividend payout while maintaining prudent financial strength and flexibility; and
  • Attracting, selecting, developing and retaining a diverse group of employees to support strategy execution.
Mission

To create shareholder value by profitably providing reliable energy and energy-related services in a safe and environmentally responsible manner.

Values

Ethics: Our actions are founded on trust, honesty and integrity through open communications and adherence to the highest standards of personal, professional and business ethics.

Quality: Our commitment to quality drives us to make continuous improvements in our quest for excellence.

Diversity: We value diversity, as well as the dignity and worth of each employee, and believe that a diverse and inclusive workforce is critical to our continued success.

Value: We are committed to creating value for all stakeholders – employees, customers, investors and our communities – through the optimum development and utilization of our resources.

Service: We provide responsive, flexible service to customers, and commit to preserving the environment, providing a safe work place environment and improving the quality of life for employees where they live and work.

ONEOK’s culture is founded on trust, honesty and integrity. we seek to continuously improve in a variety of areas, including leadership development, employee comfort in reporting concerns and raising potential conflicts of interest, corporate social responsibility and business ethics and compliance.
Corporate Governance - Board of Directors

Our board of directors and management are committed to maintaining strong corporate governance practices that promote and protect the long-term interest of our investors. Our corporate governance practices are designed not only to satisfy regulatory and stock exchange requirements but also to provide for effective oversight and management of our company.

The ONEOK board has 11 members, nine who are independent.

Our board has adopted guidelines that address key areas of our corporate governance, including:

  • The board’s mission and responsibilities;
  • Membership and leadership;
  • The structure and function of the board’s committees;
  • Meetings of the board and its committees, including attendance requirements and executive sessions;
  • Compensation;
  • Officer share ownership requirements;
  • Succession planning;
  • Evaluation of the performance of our board; and
  • Access to management and independent advisors.

All directors of ONEOK have proven leadership, sound judgment, integrity and a commitment to our success. For a full listing of board members, click here.

Our Board and Corporate StrategY

Our board is actively involved in overseeing, reviewing and guiding our corporate strategies and formally reviews our company’s business strategies, including the risks and opportunities facing our company and its businesses, at an annual strategic-planning session.

In addition, long-range strategic issues, including the performance, strategic fit and operational safety of our businesses, are discussed as a matter of course at regular board meetings. Members regularly discuss corporate strategy throughout the year with management formally as well as informally and during executive sessions of the board as appropriate. The board views risk management and oversight as an integral part of our strategic-planning process, including mapping key risks to our corporate strategy and seeking to manage and mitigate risk.

Risk management is an integral part of our annual strategic-planning process, which addresses, among other things, the risks and opportunities facing our company.
Risk Oversight

We engage in an annual comprehensive enterprise risk-management (ERM) process to identify and manage risk. Our ERM assessment is designed to enable our board to establish a mutual understanding with management of the effectiveness of our risk-management practices and capabilities, to review our risk exposure and to elevate certain key risks for discussion at the board level.

Risk management is an integral part of our annual strategic-planning process, which addresses, among other things, the risks and opportunities facing our company.

The board assesses its risk oversight responsibilities by having management provide periodic briefings and informational sessions on the significant voluntary and involuntary risks we face and how we seek to control and mitigate those risks. In some cases, as with risks relating to significant acquisitions, risk oversight is addressed as part of the boards’ ongoing engagement with the chief executive officer and other management.

The board annually reviews a management assessment of the various operational, financial and regulatory risks we face, and their relative magnitude and management’s plan for mitigating these risks. This review is conducted in conjunction with the board’s review of our company’s business strategy at their annual strategic-planning meeting and at other meetings as appropriate. Click here to read more about our ERM assessment.

Investor Engagement

Our board also believes accountability to investors is an indicator of good corporate governance and that regular investor engagement is important to our success. We frequently engage with investors on a variety of topics, with particular focus on matters relating to our publicly disclosed strategy and financial performance.

We also talk with investors to discuss matters relating to governance, compensation, safety, environmental compliance and other current and emerging issues that the board and our management understand are important to our investors and our sustainability.

In addition to this direct engagement, we also maintain a number of channels that allow our investors to effectively communicate with our board, including:

  • Maintaining an investor relations website on our company website;
  • Conducting the annual election of directors with a majority voting standard;
  • Presenting regularly at investor conferences;
  • Conducting an annual ONEOK advisory vote to approve executive compensation;
  • Ensuring, if requested by major shareholders, the lead independent director is available for consultation and direct communication;
  • Permitting investors to submit prospective candidates for nomination by our ONEOK board for election at the annual meeting of shareholders in accordance with our bylaws; and
  • Providing investors the ability to attend and voice opinions at ONEOK’s annual meeting of shareholders.
Corporate Compliance and Ethics

ONEOK’s Compliance and Ethics program is a multifaceted, dynamic program. This program serves as an enterprisewide platform emphasizing an unwavering commitment to a culture where positive, productive work environments, ethical and compliant behavior, following the Golden Rule and doing the right thing reflect “The ONEOK Way.” All employees have the opportunity, on a daily basis, to truly talk the talk, walk the walk and lead the way in compliance and ethics.

Our program includes:

  • Strong, explicit and visible “Tone on the Top” demonstated by senior leadership;
  • Written standards, policies and guidelines;
  • Effective communication, education and training;
  • Multifaceted reporting and enforcement avenues; and
  • Effective monitoring and risk identification measures.

In 2016, we added a new element to the program: EthicsSense, an awareness initiative aimed at helping employees better understand their roles and responsibilities in promoting an ethical workplace and maintaining a culture of compliance.

EthicsSense deploys voluntary, quarterly online trainings designed to help employees navigate difficult ethical situations. Eighty-five percent of employees completed the voluntary, quarterly training modules in 2016.

As a result of these efforts, ONEOK’s culture is founded on trust, honesty and integrity. We seek to continuously improve in a variety of areas, including leadership development, employee comfort in reporting concerns and raising potential conflicts of interest, corporate social responsibility and business ethics and compliance. These successes allow us to return greater value to all stakeholders.

ONEOK’s Compliance and Ethics program was selected as a finalist for the 2016 Best Compliance and Ethics Program (mid-to-small cap) Corporate Governance Award through Corporate Secretary Magazine.