February 6, 2017
HELMERICH & PAYNE, INC.
Helmerich & Payne, Inc. (the “Company”) and its subsidiaries (the consolidated group being referred to herein as “we”, “us” or “our”) are committed to long-term sustainability. We define sustainability as making the right business decisions that integrate profitability with high standards of corporate governance and ethics, health and safety, stewardship of the environment, employee engagement and a commitment to the communities in which we operate. We believe that sustainability is an integral component of our commitment to operational excellence worldwide. This Sustainability Statement is a summary of certain business practices that we believe help create and preserve economic, environmental and social value for our organization, our stockholders and society at large.
We are committed to sound corporate governance. Governance is the system which allocates authority, duties and responsibilities among stockholders, boards of directors and management. We have established the right structure and processes to ensure independent and objective decision making. The Company’s Board of Directors (the “Board”), a majority of whom are independent under the New York Stock Exchange listing standards and applicable law, exercises governance over the affairs of the Company and establishes delegations of authority to the Company’s management. The Board also has the responsibility to provide oversight, counseling and direction to the Company’s management from the perspective of the long-term interests of the Company and its stockholders. The Board has and exercises ultimate oversight responsibility with respect to enterprise risk and to the management of the strategic, operational, financial and legal risks facing the Company and its operation and financial condition. The Board is involved in setting the Company’s business and financial strategies and establishing what constitutes the appropriate level of risk for the Company and its business segments. In accordance with our commitment to independent governance, all independent directors meet regularly at Board meetings in scheduled executive sessions. Three committees of the Board (each comprised of only independent directors) also have responsibility for risk management and other functions as well.
The Nominating and Corporate Governance Committee advises the Board on all matters relating to corporate governance, identifying best practices and recommending corporate governance principles. It sets and interprets standards for determining Board member independence, and has primary responsibility for advising the Board on matters pertaining to director qualification and nomination, board structure, and Board composition. The committee conducts annual board member self-assessment surveys, and advises our Board on appropriate and effective responses to any stockholder concerns about corporate governance.
The Human Resources Committee has as its primary function oversight of the Company’s director and officer compensation program, helping us manage the risks associated with compensation practices. This committee determines the compensation of the Company’s CEO, all executive officers and members of the executive leadership team, and the Board itself, and it oversees the administration of our stock-based compensation plan for select employees. The committee is composed of directors who have no interlocking relationships, either individually or as officers or directors of a business entity, with any of our executive officers.
The Audit Committee monitors the quality and integrity of our accounting, auditing and financial reporting practices. The committee oversees the Company’s internal and outside auditors, and assures outside auditor independence. The committee also monitors the Company’s internal controls over financial reporting, and provides input on the quality of accounting principles and the reasonableness of management’s significant accounting assumptions and judgments. The committee also plays a role in the Company’s legal and regulatory compliance efforts, and it monitors our risk assessment and management policies. Each member of the committee is financially literate and qualified to review financial statements, and two members qualify as SEC audit committee financial experts.
The Company’s Corporate Governance Guidelines and other governance related documents are available on our website, www.hpinc.com, under the “Governance” section. The Board has also established several means for stockholders, as well as employees and other interested persons, to communicate to the Board. More information on how to communicate with the Board may similarly be found on our website.
Ethics and Compliance
We expect corporate, professional and personal responsibility from all of our employees and compliance with high ethical standards to achieve operational excellence. In addition to the corporate governance oversight provided by the Board and its committees, management observes and enforces our Code of Business Conduct and Ethics (“Code”) described on our website. Our Code, which was revised and reissued in 2016, provides employees with the tools to make consistent, ethical decisions and emphasizes the duty to report any concerns or violations. Our Code reflects every employee’s responsibility and commitment to our stakeholders: each other, our customers, our suppliers, our environment, our stockholders and society at large. We have additional ethics and compliance policies and procedures that are also located on our website, including our Code of Ethics for Principal Executive Officer and Senior Financial Officers and our Foreign Corrupt Practices Act Compliance Policy.
Awareness of our ethics and compliance program is emphasized through training of employees. We foster a culture of trust and transparency and frequently remind our employees that they are encouraged to ask questions and report concerns. To empower every employee to promote responsible behavior, we have implemented an independent and anonymous reporting mechanism for employees to voice concerns pertaining to our Code, policies or compliance with law without fear of retaliation. Our Ethics Hotline, administered by a third-party, provides a convenient and confidential channel for employees to report any suspected compliance concerns or complaints. The Company’s legal department carefully monitors, tracks and investigates allegations of violations of the Code and other ethics and compliance policies and procedures. Material hotline complaints are reported to the Board’s Audit Committee on a quarterly basis.
In addition to our ethics and compliance program, the Company has an active internal audit department. The activities of, and audits conducted by, the internal audit department serve to monitor and strengthen our corporate governance practices, as well as our internal controls and business and accounting processes which ultimately results in increased compliance.
Health and Safety
We are committed to protecting the safety and health of our employees, contractors and the general public while maintaining the quality of the environment in which we operate. We believe that all occupational injuries, illnesses and environmental incidents can be prevented and are committed to eliminating hazards and effectively controlling those hazards that can’t be eliminated. We strive to comply with all federal, state, local laws and regulations and industry safety, health and environmental best practices in connection with our business. Health and safety are managed through and under our Health, Safety and Environmental (“HSE”) function, overseen by senior executives and carried out at every drilling rig and facility worldwide. Our commitment to health and safety is demonstrated in many ways, including:
• Work with equipment suppliers to improve designs to eliminate or reduce risks;
• Significant investment in time, effort and financial resources in support of HSE initiatives/efforts;
• Employment of full-time, dedicated HSE staff to assist field operations;
• Implementation of written HSE standards, guidelines, safe work procedures and job safety analyses;
• Recurring HSE training for employees in operations at all levels within the organization;
• Integration of safety-by-design into new designs; and
• Adoption of behavior-based safety learning and processes to engage employees at all levels in identifying and correcting unsafe, at-risk work practices.
We are committed to operating in a clean, safe and environmentally responsible manner. We conduct our business as an environmentally responsible corporate citizen and strive to minimize our impact on the natural environment. We strive to reduce pollution and waste, conserve natural resources, and minimize potentially negative environmental impacts our operations may have. As with health and safety, we manage our environmental stewardship through our HSE function. Our commitment to environmental stewardship also extends to minimizing operational risk, liability and other costs associated with various forms of pollution, contamination, resource and waste mismanagement, emission of harmful substances and non-compliance with regulatory requirements. Our focus on environmental sustainability is demonstrated in numerous ways, including:
• Meeting or exceeding applicable laws and client requirements;
• Applying industry-accepted environmental best practices;
• Minimizing rig physical footprints, and configuring drilling rigs, where appropriate, for space efficient multi-well pads, all to minimize the impact on the environment in which we operate;
• Extending the life of lubricants through use of condition monitoring and enhanced filtration technologies;
• Minimizing the volumes of lubricants stored at drill sites;
• Maintaining fully stocked emergency response kits at drill site to effectively contain any pills and prevent flow off of drill sites or into waterways;
• Striving to maintain isolation of drilling activities to protect ground and surface water in regions in which we work;
• Upgrading our drilling rig fleet to utilize AC/VFD power and control systems which are more energy efficient and have significantly lower noise levels as compared to SCR and mechanical drilling rigs;
• Using in our facilities and operations a variety of initiatives to minimize waste such as recycling of paper and other materials;
• Conversion of many of our rigs to allow partial substitution of cleaner burning natural gas as a fuel source; and,
• Training of rig crews on spill prevention and emergency spill response procedures.
Training – We strive to create a culture and work environment that enables us to attract and retain top talent and to gain a competitive advantage. We are dedicated to the continual training and development of our employees, especially of those in field operations. In addition to the training discussed above regarding compliance with our Code and laws applicable to our business, our employees are trained and developed in various skills and competencies directly related to their positions in the safe operations of drilling oil and gas wells. Our goal is to strive to provide an incident-free work environment. Our managers and supervisors are accountable for the safety of our people and are committed to providing safe working equipment, required personal protection equipment and training for their tasks. Similarly, our employees are trained to be responsible for their safety and to protect themselves, their fellow employees, others on location and the environment. To this end, our employees are empowered to stop any unsafe act and related drilling operations as necessary until such time as the unsafe act is addressed.
Moreover, through training and developed expertise employees are able to progress within our organization. Employees have the opportunity to advance through a merit-based system that takes into account the employee’s performance. Through this process we are able to develop future leaders and managers from within our organization.
Health – We are committed to the health and wellness of our employees. Our commitment is reflected in our health and wellness program which we believe offers our employees and their families a very competitive benefit package.
Work Environment – We believe it is not only important to care about achievement of business goals but also how employees work toward achievement of those goals throughout the world. How we conduct business is guided by our values: Actively C.A.R.E., innovative spirit, service attitude and teamwork. We strive to create and maintain a global work environment that enables our employees and our organization to thrive. Our values are reflected in our Code (discussed above), which emphasizes among other things our commitment to equal opportunity employment and a workplace free of discriminatory practices. All of our employees share the responsibility of understanding our commitment to our values and to uphold the same in the conduct of our daily activities.
Our organization and its employees have a history of supporting local communities through fundraising and charitable activities, such as:
• We contribute annually to numerous educational, cultural and civic organizations as our way of giving back to the communities in which we do business, including the United Way and the Chamber of Commerce. We also support The Nature Conservancy at the “Corporate Conservator” level;
• We have contributed significant capital contributions toward construction of Tulsa’s ONEOK Field baseball stadium situated in the historic Greenwood District of downtown Tulsa and the Helmerich Center for American Research at Gilcrease Museum;
• We support our local educational institutions including The Foundation for Tulsa Schools, Oral Roberts University, The University of Tulsa and Tulsa Community College;
• We have contributed to other educational institutions in Oklahoma, including Oklahoma State University and The University of Oklahoma; and
• Our employees give of their time, money, and effort to support area families and charities;
• Every year we sponsor a Christmas can food drive, which receives generous employee support.