Governance

CNX’s Board of Directors (Board) sets the tone for CNX’s corporate governance policies and oversees our risk management policies and practices. The Board regularly reviews our governance policies to ensure that we follow applicable laws and regulations and encourages applying best practices across CNX’s business. Examples of our Board’s strict adherence to a strong corporate governance model include:

Our directors bring diverse talents, experience, and sound judgment in areas that drive long-term per share value creation. Below is a summary table encapsulating a few of the skills our directors possess and a brief description of the importance of each.

Risk management is a central part of our overarching strategic management process.

Our risk management culture starts at the top. Regular presentations from subject-matter experts keep the Board and its committees apprised of material risks affecting the Company, including economic, environmental, and social issues. The risk management strategies adopted by the Board are translated into corresponding policies and operational procedures which ensure effective management and accountability. Employees throughout the organization are trained and incentivized to mitigate risk and put compliance into practice.

Our Chief Risk Officer (CRO)—a new position in 2022— reports to the CEO and works closely with the operational, financial, and legal teams to identify, assess, and mitigate strategic, operational, compliance, and reputational risks to CNX. The CRO provides centralized oversight of risk and works closely with the various disciplines in the company to develop risk management and compliance programs at the levels where day-to-day risk management is paramount.

ESG matters are embedded in our Enterprise Risk Management, with oversight from the CRO and support from our Sustainability Committee. This cross-functional leadership team evaluates our ESG performance against our stated targets and drives continuous action and initiatives within their corresponding departments to ensure progress against our goals. CNX’s Emission Reduction Task Force (ERTF) includes members from various operational, environmental, engineering, and data management teams, and focuses on continually reducing and improving our emissions footprint. The task force is evaluating innovative technologies and processes that target areas with the most significant methane reduction potential. Both the Sustainability Committee and the ERTF report up through executive management.

The Chairman of our Environmental, Safety, and Corporate Responsibility Committee—whose membership includes all CNX board members—has formal oversight of ESG issues at the Board of Directors level. Executive management provides regular updates to this committee on matters relating to corporate responsibility, including material topics outlined throughout this report. CNX’s consideration and assessment of ESG matters extends well beyond the board room and includes all experts at all levels of the company with clear avenues of elevation to company management.

During 2022, CNX made substantial investments in talent, tools, and service partners which helped expand and mature our cybersecurity program. The Cybersecurity team meets regularly with senior management to discuss program governance and provides periodic updates to the Board. Cybersecurity reports through the Chief Information Officer who reports to the Chief Risk Officer.

A risk-based cybersecurity program is essential to protect all categories of data, information systems, operational technology, and critical infrastructure from theft and damage. Cybersecurity threats can target any level of our organization and come from different sources including individuals, adversarial organizations, organized crime, and state-sponsored threat actors. Cyberattacks may also try to compromise data integrity—destroying or changing data—to create confusion and disrupt operations. CNX works closely with cybersecurity experts, government agencies, and law enforcement to evaluate threats and follow the guidelines from the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

CNX’s cybersecurity program includes awareness training and testing to educate employees and contractors about common threats including social engineering, phishing, ransomware, and other methods used to infiltrate systems, steal sensitive information, and damage critical infrastructure. In addition to awareness training and testing, we operate continuous monitoring systems and teams that include a security operations center staffed around the clock, continuous vulnerability scanning, and regular penetration testing.

Our incident response team regularly conducts simulated cyber incidents to practice identification, containment, eradication, and recovery procedures. In the coming year CNX will be enhancing its endpoint detection and response capabilities and upgrading its identity and access management platforms.

CNX is an active and engaged advocate for our industry and strongly encourages employees to be outspoken about their passions and interests. In 2022, we launched the Positive Energy Hub to serve as a platform to spotlight our employees, share CNX perspectives on trending topics, company news updates, and insights into everyday life at CNX.

In addition to the Positive Energy Hub, CNX advocates through robust community engagement, political action committees, trade association memberships, and direct engagement by management. We invest resources into these efforts to ensure policymakers, regulators, media, communities, and the public understand the crucial, positive impacts low emission energy has on families, businesses, and underserved communities across the region, nation, and world.

Similar to the “local first” strategy for community investment, CNX’s political contributions and lobbying efforts are also guided by transparency and prioritize unlocking economic and environmental value for the company’s owners and stakeholders across Appalachia. CNX remains committed to its unique brand of community and government relations and transparent disclosure of these efforts. CNX does not engage with national trade associations for the purposes of influencing public policy. Nor does the company engage with associations focused on issues outside of the Appalachian region.

From a governance perspective, pursuant to its charter CNX’s Environmental, Social, Corporate Responsibility (ESCR) Committee has oversight over “any significant environmental, corporate responsibility, public policy, and social issues that may materially affect the business operations, financial performance, or public image of the Company or industry, and management’s response to such matters.”

In response to a recent shareholder proposal, CNX issued the following report highlighting its strong commitment to its Appalachia First strategic vision and related public policy advocacy efforts.