Governance
Pembina’s commitment to strong and effective governance is foundational to our thriving and resilient business and supports our ability to operate successfully, mitigate risk and enhance value for our customers, investors, employees and communities.
This page highlights our governance practices with a focus on sustainability. Further details on our approach to governance can be found on our governance page and in our information circular.
Governance Structure
Pembina’s governance is implemented by our Board of Directors, four standing committees and our executive leadership through charters, mandates and policies. Our governance strategy is defined and implemented with a forward-looking vision focused on commitments to our four stakeholder groups – our customers, our investors, our employees and the communities where we operate.
Board of Directors
Our Board of Directors oversee Pembina's corporate stewardship. The Board of Directors apply their significant business experience and judgement to make decisions in the best interest of Pembina stakeholders.
Diversity is important to our Board and to Pembina. The Board has a prudent mix of relevant skills and qualifications, including industry knowledge and experience, as well as a mix of age ranges and tenure, bringing diverse opinions to support balanced discussion and decision-making.
The Board has a written diversity policy that serves as a framework for promoting diversity on the Board. In line with the objective of the Board Diversity Policy, the governance, nominating and corporate social responsibility committee aims to achieve diversity on the Board when identifying, selecting and recommending nominees for election to the Board, while balancing the need for a diverse mix of relevant skills, experience, and education for proper oversight, effective decision making and fulfilling its mandate.
Inclusion & Diversity
Pembina's corporate policies provide guidance on how we interact with each other and our external stakeholders. The policies below are aimed at preserving a positive relationship with the physical and social environment in which Pembina operates and are therefore linked to sustainability matters. Additional information regarding our governance policies can be found on our governance page, in our annual information form and in our information circular.
Human Rights
Pembina is committed to respecting human rights in its business and operations, regardless of geographical location. Our policy is informed by the principles of:
- The Universal Bill of Human Rights;
- The United Nations Univeral Declaration of Human Rights;
- The United Nations Guiding Principles on Business and Human Rights;
- The International Labor Organization’s Declaration of Foundational Principles and Rights at Work; and
- The Organization for Economic Development Guidelines for Multinational Enterprises.
Corruption and bribery pose legal, commercial and reputational risk to Pembina and can also result in erosion of internal trust and confidence. The purpose of the Anti-Bribery Policy is to formalize and record Pembina's procedures to ensure that Pembina and its Personnel conduct business in an honest and ethical manner when dealing with Government Officials and all other parties, and comply with Anti-Corruption Laws. The Anti-Bribery Policy reflects the standards to which Pembina expects its contractors, agents and other third party representatives to adhere when acting on Pembina's behalf.
The Board also recognizes the importance of ESG issues and fulfills its mandated duties directly and by delegating the following ESG related responsibilities to its four standing committees:
Each committee of the Board has a charter that specifies the business objectives that are to be achieved as well as the roles and responsibilities of the committee chairs and members. Each of these charters outlines the connection between the committee and Pembina's stakeholders and our Purpose.
Additional information regarding our Board of Directors and its committees, including the members thereof and the charters and policies pursuant to which they are governed, can be found on our governance page and in our information circular.
- Maintains oversight of the integrity of Pembina's financial statements, the reporting process, and the internal audit function. Human Resources, Health and Compensation Committee.
- Provides oversight of Pembina's approach to director compensation, employee health and wellness, employee compensation, executive performance and compensation, executive succession planning, and corporate equity, diversity and inclusion.
- Focuses on sustainability issues by including safety and environment metrics in incentive plan design and compensation decisions for executives.
- Oversees sustainability matters, including sustainable development, public awareness and consultation, issues management, environmental stewardship, external communications and government relations, Indigenous relations, community investments and human rights.
- Oversees the development of Pembina's Sustainability Report and facilitates and provides education of the Board, including education and information on ESG matters.
- Oversees development, implementation and monitoring of risks and policies related to safety, environment, operational excellence, asset integrity management and corporate securities matters.
Executive Leadership
Our Senior Vice President, External Affairs & Chief Legal and Sustainability Officer is responsible for overseeing our ESG strategy, including oversight and monitoring of sustainability issues, risks, trends, and our performance, as well as making recommendations to the executive team and Board on sustainability matters.
Executive Compensation
Our executive compensation links corporate strategy, performance and compensation. This approach motivates our executives, rewards our shareholders and keeps the focus on our long-term success. Pembina's short-term incentive plan includes ESG metrics as a significant component. We believe that linking compensation to corporate performance on ESG factors aligns with long-term value creation and our stakeholders' interests.