- Donna E. Epps, Chair
- Barbara J. Duganier
- Eric L. Oliver
- Robert Roosa
- Marguerite Woung-Chapman
Texas Pacific Land Trust (the “Trust”) was organized under a Declaration of Trust, dated February 1, 1888, to receive and hold title to extensive tracts of land in the State of Texas, previously the property of the Texas and Pacific Railway Company. The Trust was managed by three trustees empowered under the Declaration of Trust to manage the lands with all the powers of an absolute owner. Trustees were elected by the sub-share certificate holders following the death or resignation of a trustee. After 132 years of operating as a business trust, the Trustees of the Trust, with the recommendation of a Conversion Exploration Committee, determined that it was in the best interest of the sub-share certificate holders to reorganize the Trust into a corporation following the laws of the State of Delaware. Accordingly, on January 11, 2021, all of the assets, rights, powers, liabilities, and obligations of the Trust were conveyed to Texas Pacific Land Corporation and Trust sub-share certificates were exchanged for common stock in TPL.
Oversight and accountability for TPL reside with our ten-member Board of Directors. They ensure TPL’s business is conducted with the highest levels of integrity, ethics, and responsibility to build strong corporate governance and achieve long-term financial value. This governance body works to ensure our business operations are also conducted in accordance with our ESG program standards. The Board has three standing committees that help oversee the Company’s business: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.
Board of Directors represents 10K-aligned disclosure showcasing 2022 Board membership.
The committees are as follows with assigned membership—all representing independent directors.
Each board committee member brings distinguished skills and capabilities enabling oversight of the strategies driving our long-term growth, economic performance, and sustainability and ESG goals.
Texas Pacific has separate independent Co-Chairmen, and the majority of Board members are independent. All standing committees are comprised entirely of independent directors, and our independent directors meet regularly in executive session. TPL continues to assess how it can strategically set goals and targets that ensure the diversity of our board members.
When TPL converted to a corporation from a business trust in 2021, the new Board approved and adopted Corporate Governance Guidelines that provide the framework for the governance of the Company, including oversight and stewardship of our ESG strategies. The Corporate Governance Guidelines, along with the charters of our Audit, Compensation and Nominating and Corporate Governance Committees and our Code of Business Conduct and Ethics, are available on our website at www.TexasPacific.com on our Investor Relations page under the heading “Governance Documents.”
Our Board of Directors is responsible for overseeing the Company’s operations, including its strategy, risk management, and performance of management, to assure alignment with the interests of all stakeholders. The Board reviews and assesses material risks, including strategic, operational, IT and cyber security, human capital, and compliance. The Board regularly reviews the Company’s performance with management at quarterly in-person meetings.
For more information on our ERM program, see the Climate Risk Management—TCFD Reporting section on our Environmental page.
Board of Directors
|ESG Executive Leadership Committee|
Michael DobbsSVP & General Counsel
|ESG Working Committee|
|VP Corporate Strategy||Director of Land||VP Finance & IR|
|HSE Manager||Director of Human Resources||Director of IT|
|Director of Operations||Director of Internal Audit||Chief Accounting Officer|
|Director of Accounting & Financial Reporting|
We are committed to providing timely and accurate disclosures to the investment community to foster a better understanding of our strategy and performance. To this end, our disclosures include:
TPL maintains an Employee Handbook and a Code of Business Conduct and Ethics (Code of Conduct) that reflect up-to-date ethics and compliance expectations. The Employee Handbook includes a Policy for Reporting Concerns, Insider Trading Policy, and Related Person Transaction Policy. The Policy for Reporting Concerns outlines how employees are enabled and empowered to anonymously report ethics and compliance concerns through our Whistleblower Program.
Additionally, to ensure continued compliance and employee awareness, TPL mandates employee training for anti-bribery & antitrust and workplace ethics. On an annual basis, employees must read and acknowledge TPL’s Code of Conduct. Additionally, third-party contractors are required to read and acknowledge the Code of Conduct as part of their employment standards. Our Code of Conduct confirms:
Our Code of Business Conduct and Ethics emphasizes our commitment to adhering to all applicable laws and best practices within the United States (U.S.). We also adhere to human rights principles, including those concerning freedom of association and collective bargaining, non-discrimination, and prohibiting forced labor and underage workers in the workplace. TPL’s commitment to protecting human rights extends to our employees, suppliers, and to the communities in which we operate.
The entirety of TPL’s operations is located within the U.S. and subject to U.S. human rights and labor laws to protect the rights of our employees. The Company adheres to all laws, including the prohibition of child labor and forced labor, and we integrate human rights best practices into our operations, guided by internationally recognized Human Rights principles such as the UN Guiding Principles’ pillars of ‘Protect’ ‘Respect’ and ‘Remedy’. As such, we provide our employees with fair living wages and appropriate working hours. None of the Company’s operations have been subject to human rights impact assessments and there have been no human rights grievances.
TPL does not lease to oil and gas operators in areas of conflict and the Company does not operate our water business in areas of conflict. Our Business Code of Conduct and Ethics stipulates the expectations our workforce must abide by to ensure workforce, community, and third-party welfare. All employees, community members and third-party agents of TPL are entitled to work in an environment that is free of any violation of their human rights, including discrimination and harassment. All people at TPL are treated with respect and as equals.
Human rights violations—both in the workplace and externally through our community and supplier engagements—are monitored 24/7 through our hotline and through the annual trainings hosted via web-based learning. Internally, these trainings cover inappropriate conduct, workplace harassment, and workplace violence. Disciplinary measures are also stipulated in our Business Code of Conduct and Ethics. Externally, TPL is committed to conducting our business in accordance with the highest standards of human rights, as outlined in our Human Rights Policy. To ensure our Human Rights Policy remains relevant, it is reviewed annually by key personnel at TPL, as well as our Board of Directors. We remain committed to treating all people, including minority groups, women, and indigenous peoples, as equals and following the guidelines stipulated by the UN Guiding Principles. This includes identifying our potential human rights impacts through active risk management, prevention, and structured mitigation strategies. While TPL has had no actual human rights incidents that require remediation, the Company is prepared to act quickly should that scenario ever arise.
TPL is committed to proactively managing our data protection and information security policies and practices. While cyber threats continue to evolve, the Company remains steadfast in our cyber and IT security policies and trainings, as well as oversight and management of these issues. All TPL employees adhere to holistic and stringent cyber security practices through their day-to-day responsibilities and by keeping updated on relevant trainings. Governance of IT and cyber security is overseen by the Audit Committee of the Board of Directors and implemented by Executive Leadership. Throughout the year, the Audit Committee receives periodic IT and cyber security updates, unless there is a notable event that requires immediate communication. TPL continues to track and implement relevant technology, talent and practices to enhance our data protection and information security program. Our cyber security and IT policies and procedures are outlined in our Information Technology and Cyber Security policy.
Texas Pacific maintains a strong relationship with third-party contractors. This is critical as contractors are an extension of our company’s brand and reputation. We enable contractor attendance at company-sponsored safety exercises and events, including safety training meetings and/or stand-downs. This allows contractors to be well-informed, well-trained, committed, and capable of managing potentially dangerous and/or emergency situations.