Governance Responsible Oversight for a Sustainable Future
Responsible Oversight for a Sustainable Future
24/7/365
access to our ethics hotline.
80%
of our Board is composed of independent directors.
Sustainability is about maintaining responsible oversight. Being a sustainable company boils down to being a responsible corporate citizen.
Corporate Governance
Our business is managed under the direction of our Board of Directors (Board). The members of our Board are elected by our unitholders, and our Board is led by its Chairman, Bill Greehey. Consistent with best practices, our Board is composed of 80% independent directors[1] and brings a diverse set of perspectives, expertise and experience to overseeing our business. The Chairman and our CEO are the only non-independent members of our 10-member Board.[1] Our Board has appointed Dan J. Hill as its independent presiding director to serve as a point of contact for unitholders wishing to communicate with the Board, to lead executive sessions of the non-management directors and to ensure independent oversight.
During 2021, one of our directors retired and we added two new directors. Our Board of Directors is pictured above.[1]
Our Board has adopted Corporate Governance Guidelines which 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 and Conflicts Committees of the Board are each 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, objectivity and performance of our registered public accounting firm (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 auditors, who report 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
As a limited partnership, we are 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 and policy controls, 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 conducts periodic reviews of director compensation and makes recommendations to the Board regarding director compensation. -
Nominating/Governance and Conflicts Committee
As a limited partnership, we are not required by NYSE rules to have a nominating committee. However, our Board created a Nominating/Governance and 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 and Conflicts Committee also reviews and resolves certain potential conflicts of interest.
[1]As of 2022 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 and Conflicts Committee
- Corporate governance matters
- Director independence
- Board and committee effectiveness
- Director nominations
- Annual Board assessment process
- Conflicts of interest
Risk Management
Our Board takes a comprehensive approach to oversight of ESG matters with accountabilities designated across all Board Committees. The Board is responsible for identifying and understanding our principal business risks, including sustainability risks, and overseeing management’s efforts in monitoring, managing and mitigating those risks.
Although management has the day-to-day responsibility for identifying, assessing and managing our risk, 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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Financial performance
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Health, safety and environmental program
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Internal controls
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Legal matters
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Operational results
At least once annually, the Board holds a meeting devoted to strategic planning, including identifying and addressing strategic risks and potential opportunities and evaluating matters such as ESG, sustainability and energy transition.
Board Oversight of ESG Matters
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 base our philosophy for compensating our executive officers on the belief 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 2021, 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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Provide flexibility to respond to the continually changing environment;
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Align executive incentive compensation with short- and long-term performance results and
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Provide market-competitive compensation and benefits to retain and attract top talent.
Additionally, our Board and our executives are invested in NuStar’s future through their ownership of NuStar units. Our independent directors are each required to acquire and hold NuStar units with an aggregate value of five times their annual cash retainer.
Senior Executive Team and Non-Employee Directors: Required NuStar Energy Unit Ownership
At NuStar, our strong support of Veterans comes from the top. Our Chairman, Bill Greehey, is a proud Veteran with his service of four years in the United States Air Force. Headquartered in Military City, USA® (San Antonio, Texas), NuStar employs over 120 current and former military members whose experience serving in the military enriches our culture and advances our mission. These employees represent nearly 10% of our entire workforce.
Veterans and employees currently serving in the military Reserve and National Guard are an integral part of the NuStar family. From our control room to facility operations and positions in management, Veterans serve across all levels of our company. These Veterans take pride in their ability to continue their service to our Nation by providing our communities and military installations with the reliable fuels needed to maintain our economic and national security.
We also work with service-disabled, Veteran-owned businesses, especially those supporting other Veterans. For example, NuStar has invested with Drexel Hamilton, which along with Goldman Sachs, launched a money market fund (VETXX) that supports the training and employment of disabled Veterans.
Additionally, NuStar specifically recognizes each of our Veteran employees every Veterans Day. Our generous employees have also supported military and Veteran organizations including Operation Home Front, Honor Flight, Flags for Heroes, Medal of Honor Mail Call, Soldier’s Angels Treats for Troops, Patriot Challenge/Run Ranger Run, the Military Working Dog Foster Program and Wreaths Across America.
Thank you to our Veterans and their families! NuStar is proud of their service and values the discipline learned in defending our Nation and the diversity our Veterans add to our work force.
Cybersecurity
As an operator of critical energy infrastructure, we recognize the criticality of cybersecurity. We have built and continue to improve a robust program 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. In addition, our Cyber Risk Governance Committee, which is composed of management representatives from six key functions across our company, oversees the effectiveness of our cybersecurity program and regularly reports to our Board and executive management.
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 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.
Code of Business Conduct and Ethics
At NuStar, we treat everyone with equal respect, we give back to our communities, we protect the environment, and we demand that our employees hold themselves and others to the highest ethical standards.
Ethical behavior is part of our foundation and our Code of Business Conduct and Ethics sets forth our expectations about how we conduct ourselves.
Our Governance, Ethics and Compliance Committee 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 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.
