BOARD COMPOSITION

As the natural gas and liquids exploration and production industry has become increasingly competitive and volatile over the last several years, we have engaged in a deliberate and measured process to review and refresh the composition of our Board, and have targeted specific skills that provide insight into where we collectively have determined SWN and our industry are headed.

We believe all of our directors possess the following core skills crucial to a successful Board:

  • Acute understanding of how shareholder value is generated, and extensive experience in shareholder engagement
  • Direct experience managing in a global context or analyzing the energy industry from a global perspective
  • Deep-rooted risk and value understanding of cyclical commodity businesses
  • Strategic and nimble mindset gained through strategy formation or implementation
  • Strong financial competency

A substantial percentage of our nominees have the following critical skills and backgrounds that bring important perspectives to the Board:

  • CEO leadership experience
  • Hands-on health, safety and environmental, and corporate responsibility experience
  • Direct experience in cyclical industries and those with which the Company deals
  • Corporate governance experience from other boards
  • Industrial operating and workforce management experience
  • Mergers and acquisitions execution, implementation and analysis skills

CORPORATE GOVERNANCE SNAPSHOT

The Board of Southwestern Energy is committed to the highest standards of corporate governance. The Corporate Governance section of our proxy statement describes our governance framework in-depth, highlights of which include:

Adoption of best practices

  • Annual “Say-on-Pay” vote
  • Majority voting in director elections
  • Annual election of all directors
  • Proxy access
  • Ability to call special meetings
  • Active shareholder engagement program
  • No supermajority voting standards
  • All directors independent except CEO

Boardroom culture

  • Disciplined decision-making
  • Long-term outlook
  • Focus on Company risks and mitigation
  • Practices for increasing Board diversity
  • Engaged with management, asking the difficult questions
  • Willingness to engage deeply and respectfully in the boardroom
  • Value focused

BOARD’S ROLE IN RISK MANAGEMENT

A primary responsibility of the Board is assuring that processes are in place to identify and properly manage risks to the Company and its business. Each standing committee of the Board oversees and evaluates risks directly in its sphere. For example, the Compensation Committee reviews compensation and human resources matters, the Health, Safety, Environmental and Corporate Responsibility Committee reviews health, safety, environmental and public policy matters and the Audit Committee assesses financial and overall risks to the enterprise. Each of these committees is comprised entirely of independent directors.

The Company’s executive management meets at least quarterly with representatives of all business units and corporate functions specifically to review and assess risks and the steps being taken to manage them. These risks and management’s steps to mitigate them are discussed with the Audit Committee at least quarterly and with the full Board at least annually. The Audit Committee also meets independently with the Company’s external auditors and head of internal audit to discuss risks in financial reporting and other matters.

The below chart illustrates how the Board oversees risk: