Governance Responsible Oversight for a Sustainable Future
Responsible Oversight for a Sustainable Future
24/7/365
access to our ethics hotline.
90%
of our Board is composed of independent directors.
We believe that a sustainable future is built upon a foundation of strong governance and ethical standards.
Corporate Governance
NuStar’s business is managed under the direction of our Board of Directors (Board), and our Board is led by its Chairman, Brad Barron. The directors are elected by our unitholders. Consistent with best practices, 90% of our directors are independent.[1] Our directors bring a diverse set of perspectives, expertise and experience to overseeing our business. The Chairman is the only non-independent member of the Board. The Board has appointed Dan J. Hill as its independent presiding director to ensure independent oversight, to lead executive sessions of the non-management directors and to serve as a point of contact for unitholders wishing to communicate with the Board.
Our Board has adopted Corporate Governance Guidelines to establish general principles for key governance matters, including evaluating director independence. Our Board also has standing Audit, Compensation and Nominating/Governance and Conflicts Committees, which support the Board’s oversight responsibilities. The Audit, Compensation and Nominating/Governance & Conflicts Committees are composed entirely of directors who meet the independence requirements of the New York Stock Exchange (NYSE) listing standards. Each member of the Audit Committee also meets the additional independence standards for Audit Committee members set forth in the regulations of the Securities and Exchange Commission (SEC) and meets applicable financial literacy standards.
Contact Our Board of Directors
To communicate with our Board, our non-management directors or our independent, presiding director, you may send a written communication addressed to “Board of Directors,” “Non-Management Directors” or “Presiding Director” in care of our Corporate Secretary at corporatesecretary@nustarenergy.com or 19003 IH-10 West, San Antonio, Texas 78257.
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Audit Committee
The Audit Committee reviews and reports to the Board on various auditing and accounting matters, including the quality and performance of our independent auditors and our internal audit function, the adequacy of our internal controls over financial reporting and the reliability of financial information reported to the public. The Audit Committee has sole authority over the retention, evaluation, compensation and oversight of the work of our independent audit firm, which reports directly to the Audit Committee. The Audit Committee reviews our internal audit plan and all significant internal audit reports. The Audit Committee also monitors financial risk exposure, risk assessment and risk management policies, as well as our compliance with legal and regulatory requirements -
Compensation Committee
NuStar, as a limited partnership, is not required by NYSE rules to have a compensation committee. However, our Board has established a Compensation Committee to review and report to the Board on matters related to compensation strategies, policies and programs, including certain personnel policies, management development, management succession and benefit programs. Our Compensation Committee approves the compensation for our executive officers and approves and administers our equity compensation plans, incentive bonus plan and all performance measures established for awards under those plans. The Compensation Committee also reviews our director compensation program and makes recommendations to the Board regarding director compensation. -
Nominating/Governance and Conflicts Committee
As a limited partnership, NuStar is not required by NYSE rules to have a nominating committee. However, our Board created a Nominating/Governance & Conflicts Committee to identify candidates for membership on the Board, recommend director nominees and oversee our Corporate Governance Guidelines and Board assessment process. Pursuant to our partnership agreement and our policy governing related party transactions, the Nominating/Governance & Conflicts Committee also reviews and resolves certain potential conflicts of interest.
[1]As of 2023 Annual Meeting
Each year, our Board and each of its committees complete a self-evaluation to assess their effectiveness and to ensure our directors reflect an appropriate range of talents, expertise and backgrounds.
Each committee reports to the Board on a regular basis, including as appropriate with respect to each committee’s risk oversight activities, as illustrated below:
Audit Committee
- Integrity of financial statements
- Accounting and audit oversight
- Independent auditor oversight
- Internal auditor oversight
- Annual and quarterly disclosures
- Legal and regulatory compliance
- Overall risk assessment and management process
Compensation Committee
- Compensation program risks
- Compensation disclosures
- Executive succession planning
- Alignment of compensation with long-term strategy
- Financial, operational, ESG and HSE performance metrics
Nominating/Governance & Conflicts Committee
- Corporate governance matters
- Director independence
- Board and committee effectiveness
- Governance disclosures
- Director nominations
- Annual Board assessment process
- Conflicts of interest
- Governance disclosures
Risk Management
Our Board takes a comprehensive approach to oversight of risk. The full Board oversees key areas of risk that are broadly applicable across our business such as HSE performance, operational performance, cybersecurity, strategic planning, ESG performance, sustainablility, climate risk and energy transition. The Board has delegated additional risk oversight responsibilities to its independent committees, which report to the Board on a regular basis. The Board is responsible for identifying and understanding our principal business risks and overseeing management’s efforts in monitoring, managing and mitigating those risks.
Management has the day-to-day responsibility for identifying, assessing and managing NuStar’s risk, and the Board and its committees oversee those efforts. The Board interfaces regularly with management and receives periodic reports that include updates on the following areas:
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Community investment
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Cybersecurity
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Diversity and inclusion
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Employee wellness
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ESG and sustainability
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Health, safety and environmental
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Internal controls
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Legal and regulatory matters
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Operational results
At least once annually, the Board holds a meeting devoted to strategic planning, which includes identifying and addressing strategic risks and potential opportunities and evaluating matters such as ESG, sustainability and energy transition
Executive Compensation
Our executive compensation program focuses on pay-for-performance to align NuStar’s strategic priorities and management’s interests with those of our investors. We believe that a significant portion of executive compensation should be incentive-based and determined by both the performance of NuStar and each executive’s individual performance.
At-Risk Compensation
86% of compensation at risk for CEO
73% of compensation at risk for other named executive officers
Incentive Bonus
Performances
Measures
For 2022, 15% of target annual bonus was measured by NuStar’s overall HSE and ESG performance.
We have designed our executive compensation programs to accomplish the following long-term objectives:
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Increase value to unitholders, while practicing good corporate governance;
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Support our business strategy and business plan;
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Align executive incentive compensation with short- and long-term performance results;
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Provide market-competitive compensation and benefits to retain and attract top talent; and
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Provide flexibility to respond to NuStar’s changing business environments.
Our Board and executives are invested in NuStar’s performance through their ownership of NuStar units. Our independent directors are required to acquire and hold NuStar units with an aggregate value of five times their annual cash retainer. Our executive officers are required to acquire and hold NuStar units having an aggregate value from two times to four times the officer’s base salary.
Senior Executive Team and Non-Employee Directors: Required NuStar Energy Unit Ownership
Cybersecurity
As an operator of critical energy infrastructure, we recognize the importance of cybersecurity. We have built and will continue to improve robust controls and processes designed to prevent, detect and respond to potential cybersecurity threats
Our cybersecurity program incorporates multiple layers of security, with appropriate segregation of systems and user access, which lay the foundation for a secure environment. We have an active Cyber Risk Governance Committee, which is composed of management representatives from six key functions across our company. The committee oversees the effectiveness of our cybersecurity program and regularly reports to our Board and executive management.
NuStar has adopted the National Institute of Standards and Technology (NIST) cyber security framework and assesses itself against this standard annually. Additionally, we regularly assess our cybersecurity program against the National Institute of Standards and Technology (NIST) cybersecurity framework and undertake numerous other activities to protect NuStar, including:
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Participating in industry, peer and government cybersecurity groups;
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Conducting vulnerability scanning, patch management and penetration tests across our systems;
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Maintaining a Business Continuity Plan, an Information Disaster Recovery Plan, and a Cyber Incident Response Plan and conducting cross-organizational tabletop exercises;
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Undertaking regular risk assessments and
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Conducting annual cybersecurity training for all employees, with refresher activities throughout the year; and
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Conducting cyber due-dilligence on all vendors.
Code of Business Conduct and Ethics
At NuStar, we are guided by the Guiding Principles of “Respect” and “Integrity” and accordingly treat everyone with equal respect. We give back to our communities, protect the environment, and demand that our employees hold themselves and others to the highest ethical standards.
Ethical behavior is part of our foundation. Our Code of Business Conduct and Ethics sets forth our expectations about how we conduct ourselves.
We have a Governance, Ethics and Compliance Committee, which monitors, reviews and updates our Code of Business Conduct and Ethics annually. Working under the CEO, the committee is composed of members of management representing numerous company functions to cover unique issues across the organization and ensure broad participation. Our General Counsel serves as our Governance, Ethics and Compliance Officer and chairs the committee.
Every employee is required to acknowledge NuStar’s Code of Business Conduct and Ethics annually and refresh their knowledge through regular training. To encourage active participation and engagement, we alternate types of trainings between in-person and computer-based programs and provide training on a variety of related topics.
We empower our employees to report concerns without fear of retaliation. In addition to encouraging reporting to a supervisor, a member of management, a member of the Legal or Human Resources departments or our Governance, Ethics and Compliance Officer, we have an ethics hotline maintained by an independent third party. Our ethics hotline is accessible 24 hours a day, 7 days a week, 365 days a year in multiple languages, and it provides a mechanism for anyone to report a concern anonymously, if desired. We take all concerns seriously and follow the necessary protocols to investigate and resolve them effectively and efficiently, while taking precautions to maintain confidentiality.
