Our board of directors and management are committed to maintaining strong corporate governance practices that allocate rights and responsibilities among our board, management and shareholders in a manner that benefits the long-term interest of all our stakeholders. Our corporate governance practices are designed not just to satisfy regulatory and stock exchange requirements but also to provide for effective oversight and management of our company.

CORPORATE GOVERNANCE PRACTICES

  • An 11-member, balanced board with deep experience and diverse expertise relevant to our strategy, business and industry.
  • Annual election of directors.
  • Majority voting for directors.
  • Board leadership provided by a nonexecutive chairman of the board, a lead independent director with robust duties and independent committee chairs.
  • Robust director nominee selection process.
  • Bylaws provide for proxy access by eligible shareholders.
  • Regular board and committee performance evaluations.
  • Mandatory director retirement age of 75.
  • A commitment to regular board refreshment.
  • Independent Audit, Executive Compensation and Corporate Governance Committees.
  • Regular executive sessions of nonmanagement directors and independent directors.
  • Long-standing commitment to corporate responsibility and sustainability, including safety and health, environmental performance, community leadership and investment, and oversight of public policy engagement.
  • Long-standing shareholder engagement program.
  • Annual review of ONEOK’s strategic plan.
  • Risk oversight by full board and committees, including a comprehensive annual enterprise risk-management process.
  • Alignment of Executive Compensation with total shareholder return, return on invested capital and distributable cash flow per share.

ESG and Sustainability Leadership

As part of our efforts to increase our ESG performance and disclosures, ONEOK created an ESG Council in 2019 to provide vision, direction and oversight for our company.

The council evaluates and reports on environmental impacts, employee and contractor safety and health, stakeholder engagement, workplace culture, community involvement, business continuity, risk and board of director involvement—all important to sustaining our business far into the future.

Leadership from various departments across the company, including Operations, Human Resources, Legal, Commercial, Corporate ESH and Government Affairs, Investor Relations and Communications make up the council.

Some of the ESG Council’s key responsibilities include:

  • Reviewing trends in the company’s performance, providing direction, defining goals and recommending initiatives to drive improvement.
  • Reviewing and recommending for approval current and future ESG disclosures.
  • Providing feedback to investor inquiries and rating/ranking agency reports related to ESG topics.
  • Reviewing and recommending for approval corporate-level ESG policies and commitments.
  • Evaluate and consider future ESG investments.
  • Driving consistency and sharing of best practices among operations regarding ESG programs, processes and management systems.
  • Considering potential ESG risks and opportunities that could significantly impact the company’s business strategies in connection with the corporate planning and decision-making process.

ESH Leadership Committee

Our ESH Leadership Committee, created in 2008, is responsible for providing vision, leadership, direction and oversight for all our ESH programs, processes and management systems. Our ESH Leadership Committee is composed of our senior management and subject-matter experts representing key areas of ESH. Two subcommittees: Operations and ESH Management also develop strategies to create and embrace a sustainable ESH culture throughout the organization. The two subcommittees aim to improve knowledge sharing, increase initiative execution opportunities, and identify various metrics and trends that can improve our ESH performance.

The committee’s key responsibilities include:

  • Promoting and advocating expectations for ESH excellence across the organization.
  • Reviewing trends in the company’s ESH performance and driving initiatives and accountability to improve performance.
  • Driving consistency and sharing of best practices among ONEOK’s business segments.
  • Identifying, evaluating and communicating emerging issues that may impact ESH.
  • Supporting broad communication of ESH policies, standards, goals and objectives within ONEOK management, and promoting consistent application throughout the company.
  • Facilitating improvements by driving the ESH Management System Framework.
  • Overseeing the company’s ESH recognition/reward programs.
  • Considering potential ESH risks and opportunities that could significantly impact the company’s business strategies in connection with corporate planning and decision-making processes.

Succession Planning

A key responsibility of the CEO and the board of directors is to conduct and maintain an effective process designed to provide continuity of leadership over the long term at key levels in our company. Each year, succession-planning reviews are held for officer positions and other key leadership roles within the company, culminating in a full review of senior leadership talent by our independent directors. During this review, the CEO, the chairman of the board and the other independent directors discuss future candidates for senior leadership positions, succession timing for those positions and development plans for the highest-potential candidates. Similar succession planning discussions occur throughout the organization. This process forms the basis on which our company makes ongoing leadership assignments.

NON-RETALIATION AND ANTI-HARRASSMENT

Non-retaliation Policy

ONEOK prohibits any form of retaliation against employees for raising a Code of Conduct concern honestly and in good faith, or truthfully participating in a company investigation. All reports of retaliation will be investigated.

Anti-harassment Program

As part of its commitment to promote a productive work environment, ONEOK prohibits harassment in any manner based on race, color, sex (with or without sexual conduct), pregnancy, sexual orientation, age, religion, creed, national origin, gender identity, disability, military/veteran status, genetic information, and other categories protected by applicable laws or protected activities. The scope of this policy also applies to vendors, temporaries, contractors, leased employees and outside visitors.

WHISTLEBLOWER HOTLINE

ONEOK’s Whistleblower Hotline provides for the submission of complaints or concerns under the Whistleblower Policy regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters and matters arising under the ONEOK Code of Business Conduct and Ethics. The Whistleblower process is intended for employees or others to report complaints or concerns regarding accounting and Code of Business Conduct and Ethics matters within the company.

ONEOK is committed to conducting its business in an ethical manner and in full compliance with applicable U.S. and foreign laws. This includes the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and applicable laws enacted pursuant thereto, and similar laws of other countries. ONEOK has adopted an Anti-Corruption Policy to reinforce that commitment.

Code of Business Conduct and Ethics
(Administrative Update: Feb. 12, 2018)

Anti-Corruption Policy
Please Note: The Whistleblower process is intended for employees or others to report complaints or concerns regarding accounting and Code of Business Conduct and Ethics matters within the company.