Texas Pacific Land Corporation

Governance

Board of Directors

In 2021, Texas Pacific transitioned from a business trust to a Delaware corporation allowing for enhanced governance.

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.

Committee Members:

  • Donna E. Epps, Chair
  • Barbara J. Duganier
  • Eric L. Oliver
  • Robert Roosa
  • Marguerite Woung-Chapman

Committee Members:

  • General Donald G. Cook, Chair
  • Rhys J. Best
  • Donna E. Epps
  • Murray Stahl
  • Marguerite Woung-Chapman

Committee Members:

  • Barbara J. Duganier, Chair
  • General Donald G. Cook
  • Karl F. Kurz
  • Robert Roosa

A Distinguished Board

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.

Examples include:

  • Leadership / public company governance
  • Real estate and energy development
  • Company knowledge and experience
  • Financial expertise
  • Risk management
  • Talent management / executive compensation
  • Regulatory and legal compliance

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.

The Framework for Governance

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.”

Operations and Risk Management

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.

ESG Leadership and Management Oversight

As ESG and sustainability issues continue to develop, TPL created an internal ESG oversight framework comprised of leadership and employee subject matter experts.

Beginning at the Executive Level, TPL’s ESG Leadership Committee provides critical oversight and direction regarding our ESG and sustainability business strategies.

Our ESG Working Committee, comprised of our cross-functional subject matter experts, offers division-specific knowledge and accountability as it relates to the ongoing development and evaluation of our initiatives.

Board of Directors

Audit Committee

Donna E. Epps

Committee Chair

Barbara J. Duganier

Eric L. Oliver

Robert Roosa

Marguerite Woung-Chapman

Nominating and Governance Committee

General Donald G. Cook

Committee Chair

Rhys J. Best

Donna E. Epps

Murray Stahl

Marguerite Woung-Chapman

Compensation Committee

Barbara J. Duganier

Committee Chair

General Donald G. Cook

Karl F. Kurz

Robert Roosa

Board of Directors
ESG Executive Leadership Committee

Tyler Glover

CEO

Chris Steddum

CFO

Michael Dobbs

SVP & 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

Disclosure and Transparency

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:

  • Press releases, dividend announcements, earnings releases and earnings conference calls, among other activities
  • Detailed disclosures regarding our portfolio
  • Full disclosure and analysis of executive compensation
  • Business Ethics and Transparency

Business Ethics and Transparency

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:

  • The prohibition of certain activities which could result in actual or potential conflicts of interest, including insider trading.
  • The prohibition of bribery.
  • The prohibition of facilitation payments.
  • Texas Pacific’s Gifts and Entertainment Policy.
  • Texas Pacific’s Political Contributions Policy.
  • All employees are required to undertake training annually or whenever there are changes to key provisions or updates.
  • Any ethics or compliance concerns can be initiated through our Whistleblower link / hotline, which directs these concerns to the proper HR resources. The Company prohibits any retaliation against any employee who in good faith reports a violation of this Code or any of the Company’s policies.

Policy on Human Rights

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.

Governance Training Activities

  • Supervisor Management Training
  • Code of Conduct acknowledgment
  • Diversity Equity and Inclusion
  • Discrimination and Anti-Harassment
  • Anti-bribery and Anti-Trust in the Workplace

Data Protection and Information Security

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.

Stockholder Engagement

We acknowledge and value the importance of our shareholders, and the trust they place in us to act as stewards of the company. We are committed to providing relevant disclosures and information to help them understand and analyze our business. We believe it is important to communicate regularly with all of our investors and analysts and invite them to engage on all relevant topics of interest. We utilize a variety of communication and disclosure practices to maintain consistent, transparent engagement.

Contractor / Supplier Engagement

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.

Other Notable Contractor Engagements

  • TPL recognizes the importance of managing contractors’ performance through stringent requirements for health and safety plans and safety training. TPL has designed internal documents to gather and manage information about contractor performance in a variety of areas, including health and safety.
  • Contractors and subcontractors that perform onsite work at TPL locations are required to abide by TPL’s Contractor Expectations Guide. Contractor performance and adherence to these expectations is observed and reported back to leadership by the HSE Department.
  • Contractors are audited annually or on an as needed basis by the HSE Departments and by TPL’s Internal Audit Department.
  • TPL communicates incident and emergency response expectations to contractors and requires them to notify TPL in the event of a safety or environmental incident.