Code of Business Conduct and Ethics
This Code of Business Conduct and Ethics (the "Code") applies to Range Resources Corporation and its subsidiaries (although separate entities, in the Code they are collectively referred to as “Range or the “Company””) and Range's directors, officers and employees. All Company personnel must comply with the Code. Because any illegal or unethical action, or the appearance of misconduct or impropriety by anyone acting on Range’s behalf, is unacceptable, the Code should also be followed, where appropriate, by Range’s agents and representatives, including consultants and independent contractors (collectively referred to as “consultants”) where specifically required. When the word “you” is used below it includes all employees, directors and where applicable from the context, consultants.
If you believe a fellow employee, consultant or director is violating the Code or otherwise acting in an illegal or unethical manner, you must report it. Doing so will not be considered an act of disloyalty, but an action which shows your sense of responsibility and fairness to Range's customers, shareholders and fellow employees. You also help safeguard the reputation and the assets of Range. Range prohibits retaliation of any kind for all good faith reports of possible violations of the Code.
Reporting violations of the Code is also necessary because in some cases failure to report an illegal act by another person is itself a criminal act for which you could be prosecuted. Violations of the Code may cause an employee, officer or director to be subject to disciplinary action up to and including immediate termination. If you have any questions about whether a particular behavior is a violation of the Code, it is your responsibility to seek guidance from your supervisor, the General Counsel or the Human Resources Department.
This Code is not intended to be a comprehensive manual that covers every situation you might encounter. In many cases, more specific requirements are contained in the various corporate policies, procedures and guidelines, which you can obtain from your supervisor or through the Human Resources Department. Further, where the Code does not specifically address a particular situation it is your responsibility to seek guidance from your supervisor, the General Counsel or the Human Resources Department before taking an action that you are uncertain would be in compliance with the Code and Range policies.
COMPLIANCE WITH THE LAW
It is the policy of Range that we will conduct business in accordance with all applicable federal, state and local laws and regulations, as well as applicable laws and regulations of foreign jurisdictions, and in a manner that will always reflect a high standard of ethics. The laws and regulations applicable to Range are far reaching and complex. Compliance with the law does not comprise our entire ethical responsibility; rather, it is a minimum, essential condition for performance of our duties. Perceived pressure from supervisors or demands due to business conditions are never excuses for violating the law. Any questions or concerns about the legality of an action should be addressed with David Poole, General Counsel.
Consistent with Chapter 8 – Part B, Section 2 covering Effective Compliance and Ethics Program of the Federal Sentencing Guideline Manual as updated as of November 1, 2008, Range has adopted the guidelines for all its compliance programs for various federal, state and local laws and regulations. In summary, to embrace those guidelines Range has:
- Established standards and procedures Range believes are reasonably capable of preventing and detecting violation of various laws and regulations which could give rise to criminal conduct;
- The Board is knowledgeable about the content and operation of our compliance and ethics programs and exercises reasonable oversight to the implementation and effectiveness of the compliance and ethics program;
- Specific corporate level personnel have been assigned overall responsibility for the compliance and ethics programs with specific individuals within the organization having day to day operational responsibility for the compliance and ethics program;
- Range uses reasonable efforts to exclude any individuals who have engaged in illegal activities or other conduct inconsistent with our compliance and ethics programs;
- Range has instituted planned periodic steps to communicate the standards and procedures of its compliance and ethics programs to all employees, agents and directors of Range;
- Range takes reasonable steps to ensure that our compliance and ethics programs are followed and are effective by periodic monitoring and auditing procedures; and
- Range enforces consistently throughout the organization our compliance and ethics programs and if criminal conduct is detected will respond appropriately to prevent similar conduct.
“CONFLICT OF INTEREST” AND HOW TO AVOID IT
Employees shall not engage in any activity, practice, or act which conflicts with, or appears to conflict with, the interests of the Company, its customers, or vendors. You should fully disclose any potential conflict of interest to your supervisor or to the Human Resources Department.
A conflict of interest exists when you, knowingly or unknowingly, engage in any activity that may compromise you, another employee, or the Company in its relationship with a customer, vendor, or competitor.
Potential Conflicts of Interest – Potential conflicts of interest with a customer, vendor, or competitor may include soliciting business for business or personal gain; accepting gifts other than permitted under Range’s gift policy (generally gifts with a value of less than $250 are acceptable), or requesting personal favors, discounts, or services. Exceptions may include:
- Acceptance of meals, refreshments, or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions;
- Acceptance of advertising or promotional material of nominal value;
- Acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers;
- Acceptance of gifts of nominal value (less than $250) related to commonly recognized events or occasions (such as marriage, birthdays, etc.); or
- Acceptance of civic, charitable, educational, or religious organizational awards for recognition of service and accomplishment.
If you are offered, receive, or anticipate receiving an item of value from a customer beyond what is expressly authorized in this policy, you must disclose the matter to your supervisor and to the General Counsel or his designee. A Notice of Receipt of Gifts Exceeding $250 is available under the Human Resources tab on the employee intranet site.
Solicitation of Business – No employee or representative of the Company is to offer, give or accept any gift, gratuity, amenity, or favor to or from any individual or representative of an organization in an effort to influence a business relationship with the Company. Exceptions to this policy are limited to normal business entertainment, such as meals, if approved by your supervisor or the General Counsel.
Outside Business Interests – Employees may not solicit, invest in, or purchase oil or gas leases, mineral rights, or royalty interests. Industry-related interests acquired prior to employment with Range must be disclosed upon employment on a Disclosure Statement.
Employees are not to recruit other employees or contractors for employment with third parties. In the event that an employee is considering terminating, or intending to terminate, his or her employment, the employee shall not solicit or induce or attempt to solicit or induce any employee of the Company to leave the Company or any independent contractor of the Company to terminate his or her services with the Company.
Employees must not have a financial interest in other businesses which are engaged directly or indirectly in the oil and gas business, in the oil and gas service business, or as a supplier of goods and services to Range, except for publicly traded securities where the ownership position is less than one percent (1%) of the equity interests in the business and is disclosed in writing to the Human Resources Department.
All activities of the Company must be conducted in full compliance with all applicable laws and regulations. Senior management should be informed regarding all matters pertinent to the Company’s position regarding such laws and regulations. All employees are required to cooperate fully with the Company’s internal and outside auditors, attorneys, and regulatory examiners in any internal or external investigation.
Full disclosure to the Human Resources Department of any potential conflict of interest before it occurs is required. If any employee believes that unusual circumstances justify his/her engaging in an activity which may result in a conflict of interest, he/she may request in writing the General Counsel review the situation and grant an exception.
Business decisions and actions must be based on the best interests of the Company, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors, regulators or other employees must not affect your independent and sound judgment on behalf of the Company. General guidelines to help you better understand several of the most common examples of situations that may cause a conflict of interest are listed below. However, you are required to disclose to the Human Resources Department any situation that may be, or appears to be, a conflict of interest. When in doubt, you should disclose in advance any circumstances that might result in a conflict of interest.
Outside Employment – Employees may not work for or receive payments for services from any competitor, customer, or supplier to the Company without the prior express approval of the Human Resources Department. Any such approval must be documented. Any approved outside activity must be strictly separated from the Company employment and should not interfere with your job performance at the Company or adversely reflect upon the Company.
Board Memberships – Employees who wish to accept a seat on the board of directors of a for profit outside Company, a charitable, governmental, non-profit, community or other similar organization board must obtain the advance written approval of the General Counsel and the Chief Executive Officer. Directors accepting a seat on the board of directors of another Company (whether a for-profit or not-for-profit Company) may do so at their discretion, but must notify the General Counsel in writing and comply with other corporate governance requirements.
Family Members and Close Personal Relationships – Personal relationships that lead to, or may be perceived to lead to, favoritism or preferential treatment in connection with Range’s business or operations are prohibited. Personal relationships include relatives, someone you are dating or anyone living in your household. The Company may allow the employment of your family members, others living in your household, or persons with other special (i.e. dating) relationships in positions for which they are qualified provided that such employment does not result in an actual or perceived conflict of interest.
If an employee dates another employee at any time during their employment, that fact must be disclosed in writing to the Human Resources Department and to your supervisor. This applies to both casual dating and serious, ongoing relationships. The Human Resources Department will review the situation to determine if actual or perceived conflicts of interest exist, such as direct reporting or management/peer relationships. If it is determined that a conflict of interest does exist, employees may be requested to transfer to an available position, if such placement is in the best interest of the Company, or the employment of one of the employees may be terminated.
You shall not use personal influence to direct any Company business to a business in which you, any family member (including the family of your spouse or anyone who lives in your household), anyone you are dating or any close personal friend has an interest. If you are aware that the Company is engaged in or may be contemplating any business with such a business, you must provide written notice of your relationship to the Human Resources Department.
Investments – You may not allow your personal investments to influence, or appear to influence, your independent judgment on behalf of Range. If there is any doubt about how an investment might be perceived, it should be disclosed in writing to the Human Resources Department. Consultants may have more restrictive provisions as evidenced by their written agreements.
Gifts to Employees – You may not accept kickbacks, lavish gifts or gratuities and you may not accept anything regardless of value that might make it appear that your judgment for the Company would be compromised. You may accept items with a value of $250 or less without reporting such gifts. Any gifts received that are valued in excess of $250 should be reported to the General Counsel or his designee and returned if possible. In some situations, it may be impractical or harmful to Range to refuse or return a gift. The General Counsel or his designee will determine whether or not a gift in excess of $250 in value will be returned or refused or handled in a different manner.
Gifts to Others – Some business situations call for giving gifts. Range’s gifts must be legal and reasonable and consistent with the policies of the employer of any individual recipient of the gift. Any individual gift costing over $250 must be approved in writing by the Human Resources Department.
You may not provide any gift if it is prohibited by law or, to your knowledge, the policy of the recipient's organization. For example, the employees of many governmental entities around the world are prohibited from accepting gifts.
Entertainment of Employees – You may accept entertainment that is reasonable in the context of the business and that advances Range interests. For example, accompanying a business associate to a local cultural or sporting event, or to a business meal, would in most cases be acceptable.
Entertainment that is lavish or unreasonably frequent may appear to influence your independent judgment on behalf of Range. Accepting entertainment that may appear inappropriate should be approved in writing in advance by your supervisor and the General Counsel.
Entertainment by Range – You may provide entertainment that is reasonable in the context of Range’s business. You must, however, obtain advance approval in writing from your supervisor and the General Counsel if such entertainment involves activities outside customary business meals or local cultural or sporting events.
Acceptance of Travel Expenses – You may accept transportation and lodging provided by a supplier or other third party, if the trip is for business or is business-related. Any such travel and lodging estimated to cost in excess of $500 must be approved in writing in advance by your supervisor and the General Counsel.
Providing Travel – Unless prohibited by law or the policy of the recipient's organization, Range may pay the transportation and lodging expenses incurred by customers, agents or suppliers in connection with a visit to a Range facility or other Range business. The visit must be for a business purpose and must be approved in writing in advance by your supervisor and the General Counsel if such expenses are estimated to exceed $500 per person, unless such expenses have been specifically approved by the Board of Directors.
Political Contributions – The Company maintains a non-political and non-partisan position. No Range funds or assets may be promised, committed, loaned or contributed to any political party or organization, or to any individual who holds or is a candidate for public office except when permitted by applicable law and pre-authorized by the General Counsel. Employees are encouraged to engage in political activities as an individual on his or her own time and at his or her own expense. Employees are not prohibited from making political contributions from personal funds or from expressing individual views with respect to legislative or political matters on his or her own time.
It is strictly prohibited to make illegal payments to government officials. There are a number of federal laws and regulations regarding business gratuities that may be accepted by United States government personnel. The promise, offer or delivery to an official or employee of the United States government of a gift, favor or other gratuity in violation of these rules would not only violate Range’s policy but could also be a criminal offense. State and local governments may have similar rules. Range’s General Counsel can provide guidance in this area.
All contributions and/or entertainment, travel, meals, etc. provided to candidates or incumbents on behalf of Range must have prior approval of the General Counsel.
Taking Company Business Opportunities – You may not take for yourself opportunities that rightfully belong to Range. These opportunities rightfully belong to Range when, for example, Range has pursued the opportunity, when it has been offered to Range, when it is the kind of business Range competes in, when Range has funded it, when Range has devoted facilities or personnel to develop it, or when it is in the same line of business as Range’s business.
PROTECTION OF COMPANY PROPERTY AND ASSETS
Use Of Company IT Systems – You have a responsibility to protect Range’s assets from loss, damage, misuse or theft. Company assets such as funds, products or computers, may only be used for business purposes or other purposes approved by an officer of Range. Incidental use of Range’s computer system for personal communications is acceptable as long as such use does not interfere with your job duties and responsibilities. You should be aware that your Range email is not private and is subject to review and access by other Range personnel. Range’s assets may never be used for illegal purposes. Range’s property should not be taken out of Range facilities for use outside of the normal course of Range business unless necessary and authorized by your supervisor or an officer of Range in connection with your work for Range.
Internet Use – Access to the Internet is provided to employees for use in conducting business-related duties. Guidelines to follow when downloading files from the Internet:
- The download enhances the employee’s productivity.
- The download is from a reputable source.
- The file does not subject the Company to potential liability.
- The application, tool, or template has been approved in advance by the IT Manager.
- The download does not cause a conflict with the Code.
Electronic Communications (Including e-mail) – The Company provides e-mail, voice mail, and Internet access in order to enable employees to communicate more efficiently and to provide an effective resource for the operation of the business. Unauthorized personal use (including participation in chat rooms or blogs), any unauthorized access, and/or misuse of the Company computer system is strictly prohibited. The following guidelines must be followed:
- All communications composed or sent through the Company’s computer systems must be written in a professional manner. This includes messages sent outside the Company and all internal communications.
- Use of the Company electronic communication equipment must not disrupt the operation of the Company network or interfere with any employee’s productivity.
- All Range policies, including all Equal Employment Opportunity and Harassmentpolicies, must be followed while using Company equipment. No abusive, profane, or offensive language or pictures may be transmitted by employees.
- Internet sites that contain offensive material may not be visited under any circumstances. Offensive material includes, but is not limited to, anything sexual, pornographic, or racially derogatory.
- Company equipment may not be used for any solicitations.
- All email messages and website or blog postings sent from Range computers or using Range internet access must have your name attached. Messages or blog postings may not be transmitted under an assumed name and you may not attempt to obscure the origin of any message.
- You are not permitted to retrieve or read any email messages that are not sent to you, unless you have been granted specific access to the recipient’s email by the recipient.
- Company equipment may not be used to send or receive copyrighted materials, trade secrets, proprietary financial information, or similar materials without prior authorization from an officer of the Company.
Electronic communications are not confidential, and you must ensure that confidential information is communicated appropriately. The use of pass codes for security does not guarantee confidentiality. All computer pass codes must be available to Company management at all times.
Information ownership – All messages (sent within the Company or outside the Company) composed, stored, sent, or received on Company equipment are the property of the Company. The Company reserves and intends to exercise the right to review, audit, intercept, access, and disclose all communications produced or transmitted on Company equipment. All communications, including text and images, can be disclosed to law enforcement or other third parties without prior consent of the sender or the receiver. No employee may personally benefit from Company-owned information.
E-mail – It is permissible to use the Company email system for incidental personal purposes. This does not include uses requiring substantial expenditures of the employee’s time, uses for profit or uses that would otherwise violate Company policy with regard to employee time commitments or Company equipment. Email usage may never be in conflict with the Code.
Proprietary Information – All confidential or proprietary information of Range must be protected at all times. Confidential information includes, for example, land and lease acquisition strategies, non-public drilling status or plans, completion and production plans and techniques, strategies for business development or growth, pricing, financial data, trade secrets and know-how, acquisition and divestiture opportunities, marketing and sales programs, research and development information and customer and supplier information, including pricing of goods and services bought by Range. Confidential information also includes information that suppliers and customers have entrusted to us under agreements that require Range to protect such information.
You must not disclose Range’s confidential or proprietary information to anyone within or outside of Range unless the recipient will generally need this information to carry out his or her assigned responsibilities as an employee of Range, or as an outsider who has been properly authorized by an officer of Range to receive such information. Inquiries from the press, media, investors or the public regarding Range should only be answered by the officers or employees designated to respond to such inquiries. The obligation not to disclose Range’s confidential or proprietary information continues after your employment with Range terminates unless otherwise specifically provided in writing.
Inside Information and Securities Trading – In the course of business activities, you may become aware of nonpublic information regarding the business, operations or securities of Range. The United States securities laws prohibit the trading of securities on the basis of such nonpublic information (often called "inside information") if it is material. Such laws also prohibit you from telling others such information so that they can use material non-public information to buy or sell securities. Information is deemed to be material if an investor would consider it important in deciding whether to buy, sell, or hold securities. Information is considered to be nonpublic unless it has been adequately disclosed to the public and there has been sufficient time and opportunity for the market as a whole to assimilate the information. Generally, this means that the information has been available to the public for at least one full business day following the day it is released. You should never disclose information which may be material non-public information outside of Range. You should never trade any Range securities based on any information which may be material non-public information. If you have any question about whether you should trade Range securities while in the possession of material non-public information, check with the Human Resources Department or General Counsel before initiating any trades in any Range securities and insure you are in compliance with Range’s Insider Trading Policy.
Fair Competition – You should never use any illegal or unethical method to gather competitive information. Stealing or possessing proprietary information or trade secret information that was obtained without consent or inducing such disclosures by past or present employees of other companies is prohibited. Additionally, Range and its employees are required to comply with state and federal antitrust and unfair competition laws, as well as applicable antitrust and unfair competition laws of other countries in which Range does business. Anyone who questions whether a contemplated action may violate fair competition laws should speak to the General Counsel.
RESPONSIBILITY TO RANGE’S EMPLOYEES - EQUAL EMPLOYMENT OPPORTUNITY (EEO)
Range is an equal opportunity employer that maintains a policy of nondiscrimination with respect to all employees and applicants for employment. Employment decisions will be made without regard to race, color, sex (including pregnancy), religion, national origin, age, disability, military service, genetic information or any other status protected by applicable law. Employment decisions, subject to the business requirements of the Company, are based on the individual’s qualifications, merit, and performance.
In addition to compliance with federal equal employment laws, the Company complies with applicable state and local laws governing nondiscrimination. This policy applies to all terms and conditions of employment including, but not limited to, the following:
- Recruitment, hiring, placement, transfer, promotion, and demotion
- Training, development, and educational assistance programs
- Compensation and benefits
- Social and recreational programs
- Termination of employment
Your cooperation and support are required in order to maintain a working environment free from discrimination. If you feel as though you or any other employee have been subjected to any type of discrimination, report the incident(s) verbally or in writing to your supervisor, department head, a senior member of the Human Resources Department, or any officer of the Company as soon as possible but in any event within one week of the incident. A complaint should include the specific nature of the incident and the date(s) and place(s) such discrimination or discriminatory conduct took place, as well as the name(s) of the individuals involved.
Further, Range is committed to treating all employees and consultants with honesty, fairness and respect, and providing a safe and healthy work environment. Abusive, harassing or offensive conduct is unacceptable, whether verbal or physical. Additionally, Range is committed to providing all employees and others who are on Company property with a safe and secure environment. Accordingly, all personnel will comply with all health, environmental and other applicable regulatory statutes, safety laws and regulations as well as all Range policies governing health, environment and safety. All personnel are responsible for immediately reporting accidents, injuries and unsafe equipment, practices or conditions to a site supervisor, Human Resources, the Vice President for Environmental Safety or any other Range officer.
Range prohibits the possession or use of any and all weapons, including handguns, rifles and shotguns on Company property by any employee, customer, vendor or other visitor, whether licensed or unlicensed and whether concealed or visible. Company property includes all buildings, vehicles and parking lots. Any exceptions to this policy must be approved in writing by the employee’s supervisor and forwarded to the Human Resources Department. Items to be taken into consideration before an exception will be granted include whether or not the employee is certified in gun safety, has a valid permit for the firearm and whether there is a business need to have a firearm on Company property or in Company vehicles in the ordinary course of conducting business.
Employees are prohibited from consuming alcohol or being under the influence of alcohol while performing work on behalf of Range. Intoxication will not be permitted, and any employee who is intoxicated or who appears to be intoxicated will be subject to disciplinary action up to and including termination of employment.
You may occasionally find yourself in situations where alcoholic beverages are being consumed at an event where the Company is sponsoring your attendance. In such instances, you are not prohibited from consuming alcohol, but consumption must be in moderation so as not to reflect poorly on the Company’s reputation or to expose the Company to legal liability involving your safety or the safety of others. Alcohol consumption should not lead to impaired performance, inappropriate behavior, endangerment of the safety of any individual including you, or the violation of any applicable law. After consuming alcohol at any such function, do not drive a motor vehicle or operate any equipment or otherwise engage in any hazardous activity if alcohol consumption would impair your ability to safely perform those activities.
STANDARDS OF CONDUCT
Range is a professional, responsible and law-abiding business entity. Considerable time and expense are devoted to conducting business and maintaining our reputation in this regard. The behavior of every employee contributes to Range’s image and its reputation. No employee should take any action or engage in any conduct that would cause the Company or any of its employees embarrassment, which creates the appearance of impropriety or that otherwise causes or contributes to the Company or its employees being viewed negatively by the general public, our customers or our employees. Failure to adhere to these standards may result in disciplinary action, including termination of employment.
ACCURACY AND RETENTION OF BUSINESS RECORDS
Accounting standards and applicable laws require that transactions and events relating to Range operations, business activities, transactions and assets must be properly recorded in the books and accounts of Range and accurately reported in the applicable reports required by and filed with the Securities and Exchange Commission (the "SEC") and other regulatory agencies. All officers of Range and all financial personnel shall make and retain books, records and accounts that, in reasonable detail, accurately, completely and objectively reflect all transactions and events, and conform both to required accounting principles and to Range's systems of internal controls. No false or artificial entries may be made. No entry may be made or recorded in Range's books and records or reported in any disclosure document that misrepresents, omits, hides or disguises the true nature of the event or transaction, and all material entries and reports must be made in a timely manner. All personnel are responsible for immediately reporting any concerns about Range’s financial records and its accounting, internal accounting controls and auditing procedures to a Company Officer or through Range’s anonymous reporting hotline.
Records Retention – Certain documents and other records of Range must be retained for various periods of time under legal and regulatory requirements. All records of Range should be maintained in accordance with Range’s Record Retention Policy, a copy of which is posted on the Company intranet site. You must not destroy, shred or alter records that are in any way related to a threatened, imminent or pending legal or administrative proceeding, litigation, audit or investigation. Employees who become aware of such a proceeding, litigation, audit or investigation must immediately contact the General Counsel. Employees should consult their supervisor or a Company officer for questions related to Range’s record retention guidelines or the propriety of disposing of a Range document or record. Any records which contain the personal information of any employee, customer or any other individual (including information such as social security numbers, driver’s license numbers, medical information, bank account numbers, credit card account numbers, dates of birth, home addresses or any other information that might be considered personal information) shall be disposed of in a secure manner which prevents the disclosure or dissemination of the personal information contained in such records.
Additional Requirements for Financial Reporting – In addition to their obligations to adhere to the requirements in the Code, Range’s officers including but not limited to, its principal executive officer, principal financial officer, controller or principal accounting officer, or persons performing similar functions, shall be responsible for the following:
- conducting themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- compiling full, fair, accurate, timely and understandable disclosure in the periodic reports of Range filed with or submitted to the SEC and in other public communications made by Range;
- complying with all applicable governmental laws, rules and regulations; and
- promptly reporting any violations of the Code.
Range’s management is charged by the Board of Directors with ensuring that the Code and Range’s corporate policies will govern all business activities of Range. Violations of the Code and Range’s other policies will subject an employee or officer to disciplinary action up to and including immediate termination of employment.
RECEIPT AND ACKNOWLEDGEMENT
A Receipt and Acknowledgement of the policy is required to be completed by all Range employees, consultants and directors acknowledging understanding of and compliance with the Code.
WAIVERS OF THE CODE
In certain extraordinary situations, a waiver of a provision of the Code may be granted. Contact the Human Resources Department or the General Counsel if you believe special circumstances warrant a waiver of any of the Code's provisions. Any waiver of the Code for executive officers or directors may be made only by the Board or the Audit Committee of the Board. Any such waivers will be promptly disclosed as required by applicable laws and regulations.
VIOLATIONS OF THE CODE
Violations of the Code will not be tolerated. Reported violations or apparent violations will be reviewed by Range management and appropriate disciplinary action will be taken, up to and including termination of employment or service with Range.
WHERE TO GO WITH A QUESTION, CONCERN OR TO REPORT A VIOLATION
If you need an explanation or you want to know if a provision of the Code applies to a particular situation, the best place to start is with your supervisor or the Human Resources Department.
If you believe a fellow employee, consultant or director is violating the Code or otherwise acting in an illegal or unethical manner, you must report it. Doing so will not be considered an act of disloyalty, but an action which shows your sense of responsibility and fairness to Range’s business associates, shareholders and your fellow employees. You also help safeguard the reputation and the assets of Range.
Reporting violations of the Code is also necessary because in some cases failure to report an illegal act by another person is itself a criminal act for which you could be prosecuted. Violations may be reported to your supervisor, the Human Resources Department or an officer of Range. If you do not believe that the violation has been adequately addressed, report the violation to the General Counsel. Your report will be investigated with confidentiality and you will be protected from retaliation. Retaliation includes any adverse action or threat of adverse action taken or made because an employee has exercised or attempted to exercise any rights under applicable laws or under Range’s policies. Retaliation includes, but is not limited to, threats of or actual withholding or withdrawal of pay, promotion, demotion, discipline, firing, salary reduction, negative evaluation, and change in job assignment, lack of training or other employment opportunities. Retaliation can also include hostile behavior or attitudes toward an employee who complains. As long as an employee brings an allegation in good faith, Range will not tolerate retaliation in any form.
If you are concerned about confidentiality, you can anonymously make a report.
ANONYMOUS REPORTING PROCEDURES
Under federal law, each publicly traded Company is required to provide a means for anonymous reporting by its employees to inform management of perceived accounting or audit discrepancies. Range has contracted the services of an internet-based reporting system called Ethicspoint, which utilizes both the internet and a phone call-in process for reporting purposes. This system provides a means to protect anonymity in reporting discrepancies or concerns. All financial issues will be dealt with directly by the Audit Committee of the Board.
The Company has also chosen to use this system to further enhance our reporting of human resources issues such as harassment or violations of Range’s other policies. In certain circumstances, you may be asked to reveal your identity in order for a thorough investigation to be conducted. You are not required to reveal your identity if you wish to make an anonymous report - the choice to reveal your identity will be yours. Ethicspoint will manage the reporting system and they are contractually bound to ensure the system is completely confidential unless you choose to make your identity known.
A goal in utilizing the Ethicspoint system is to provide the means to encourage employees to voice concerns involving any financial irregularities and Company policies as soon as an issue becomes apparent. If you feel you cannot speak directly with someone in the Company, Ethicspoint will be available as a fail-safe measure to provide an avenue for reporting your concerns.
Reports (other than those related to financial matters) will first be reviewed by the Human Resources Director in the Fort Worth office to determine the appropriate steps to deal with each inquiry. The Ethicspoint system is designed to exclude from the process anyone who may be involved directly with the issue reported so that a full and independent investigation can be conducted. (If the Human Resources Director is named in the report, Ethicspoint will direct the report to another officer of the Company.)
To file a report, you may access the Ethicspoint website at www.ethicspoint.com and click on “File a Report”. Or, you may call Ethicspoint’s toll-free hotline at 1-866-384-4277. A compliance specialist will assist you in entering your report into the Ethicspoint system.
Corporate Governance Guidelines
The following guidelines have been approved by the Board of Directors (the "Board") of Range Resources Corporation (the “Company”). The guidelines, along with the Certificate of Incorporation, By-Laws, Board Committee Charters and Code of Business Conduct and Ethics, form the framework for governance of the Company. In the event of any conflict between these Guidelines and the Certificate of Incorporation, By-Laws and Board Committee Charters, the terms of the Certificate of Incorporation, By-Laws and Board Committee Charters will control.
Role of the Board
Responsibility for the day-to-day management of the Company is vested in its Chief Executive and other officers. The basic responsibility of each Director is to exercise his or her business judgment to act in what he or she reasonably believes to be in the best interests of the Company and its stockholders. In discharging that obligation, Directors are entitled to rely on the honesty and integrity of the Company’s officers and its outside advisors and auditors. The Board's principal function is to oversee senior management, provide the Chief Executive with guidance in developing corporate strategy and policies, review and approve major corporate decisions and assist the Company in setting and achieving its objectives. The Board reviews the Company's goals and business plans, authorizes the level of capital expenditures and helps develop key performance measures. It also monitors the performance of the Company, its Chief Executive and other senior officers as well as the Company's public disclosures, including its financial statements, its financial and operational controls and compliance with legal and regulatory requirements. Through its Committees, the Board exercises ultimate responsibility over the Company's relationship with its outside auditors, the compensation of Directors and senior officers, including the Chief Executive, the nomination of candidates for Board membership and the overall governance of the Company.
The Board shall be comprised of individuals who meet high personal and professional standards. Directors are expected to have experience in management, policy-making and/or finance and, when possible, to have experience in the oil and gas industry or related fields. Directors are focused on enhancing stockholder value and are able to dedicate sufficient time to effectively carry out their duties. To assure their ability to focus on issues involved in overseeing the Company, service on the boards of other companies is limited to a reasonable number, as may be determined from time-to-time in the Board's judgment.
The number of Directors is determined from time-to-time by the Board. Board size is assessed at least annually by the Board's Governance and Nominating Committee and changes, if any, recommended to the Board. If a Director resigns or becomes unable to continue to serve for any reason, the Board may reduce the number of directors or elect a replacement.
The Governance and Nominating Committee reviews the Board’s effectiveness and composition no less than annually, seeking to ensure that Directors continue to provide the required expertise. While all Directors will be asked to help identify candidates for the Board, the Governance and Nominating Committee is responsible for screening and recommending candidates to the Board. The Governance and Nominating Committee will consider reasonable recommendations offered by stockholders of the Company who contact a member of the Governance and Nominating Committee or other Director or senior management, if such recommendations specify a candidate's name, contact information and summarizes his or her background and qualifications.
Independent directors, as defined by the New York Stock Exchange, shall constitute a majority of the Board. Generally, independent directors are those who are not employees of the Company and who do not have relationships with the Company that would interfere with their ability to exercise independent judgment as a director. The Governance and Nominating Committee annually reviews any relationships that might affect whether a Director is independent.
Directors are expected to acquire and hold stock in the Company within a reasonable period of time after election to the Board. The amount of such purchases and holdings should be meaningful to Directors in light of their individual financial circumstances.
Election of Directors
Directors are elected annually by the stockholders at the Annual Meeting from a slate of nominees recommended by the Board in the Annual Proxy. Between Annual Meetings, the Board may elect Directors to fill any vacancies, including vacancies created by the addition of new seats on the Board. Any such Directors will serve until the next Annual Meeting.
Diversity of Directors
The Governance and Nominating Committee is responsible for reviewing with the Board, on an annual basis, the composition of the Board. The Company believes it is important to have represented on the Board strong business experience and expertise and, in particular, experience and expertise with regard to exploration and production of oil and natural gas, natural gas hedging, financial reporting, risk management and business strategy. In selecting candidates for service on the Board, in addition to skills and experience, the Committee considers the independence of the individual, availability of service to the Company (including any potential conflicts of interest), age of the incumbent Directors on the Board, diversity and the Board’s anticipated needs with regard to Director expertise. The Governance and Nominating Committee is responsible for recommending candidates for election or appointment to the Board, in accordance with the criteria, policies and principles set forth in its charter and in these Corporate Governance Guidelines including the consideration of candidates that provide a broad range of skills, abilities, diversity and other attributes that are necessary to successfully serve as a Director. With regard to diversity, the Company is committed to considering candidates for the Board regardless of gender, ethnicity and national origin. Any search firm retained to assist the Governance and Nominating Committee in seeking candidates for the Board will affirmatively be instructed to seek to include diverse candidates from traditional and nontraditional candidate groups.
Lead Independent Director
So long as the Chairman of the Board is an officer of the Company, the Independent Directors will annually elect a Lead Independent Director. The Lead Independent Director will be responsible for presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the Independent Directors; calling meetings of the Independent Directors, when necessary and appropriate; coordinating with the Chairman with regard to the schedule and agendas for Board meetings, the information to be presented at Board meetings and at other times; hiring outside consultants and advisors who report directly to the Board; and, acting as liaison between the Chairman and the Independent Directors. The Lead Independent Director is available for direct communication if so requested by stockholders. All communications to the Lead Independent Director should be sent to the Company at the Company’s primary address [www.rangeresources.com/OfficeLocations.asp
] to the attention of the Lead Independent Director.
Term of Office
Directors serve for a one-year term or until their successors are elected or for a shorter period ending at the next Annual Meeting. The renomination of a Director is dependent on the Director’s performance evaluation, as well as the suitability review conducted by the Governance and Nominating Committee.
Directors who are also employees of the Company are expected to resign from the Board if their employment with the Company ends. However, the Board may appoint an ex-employee Director upon recommendation by the Governance and Nominating Committee. A non-employee Director who leaves his or her primary occupation must submit his or her resignation to the Board. The Governance and Nominating Committee will review the situation and recommend to the Board whether the resignation should be accepted or declined. While the Company does not have a mandatory retirement age for employee or non-employee Directors, Directors must maintain the physical and mental health necessary to effectively perform their duties.
The Board currently has four committees: Audit, Compensation, Dividend, and Governance and Nominating. The Board has the authority to establish additional committees as it deems necessary. Each committee shall have its own charter. The Audit, Compensation and Governance and Nominating Committees will be comprised solely of Independent Directors. Audit Committee members shall meet all applicable Securities and Exchange Commission and New York Stock Exchange requirements.
The Governance and Nominating Committee is responsible, after consultation with the Chairman of the Board and Lead Independent Director, for recommending committee assignments and committee Chairmen. The Board makes committee appointments no less than annually after reviewing these recommendations.
Information regarding the Company’s policies for compensating Directors is contained in the Company’s proxy [www.rangeresources.com/proxy.html
]. In summary, non-employee Directors' compensation consists of a combination of cash and equity components and is designed to increase Directors' ownership of Company stock to align the interests of the Directors with those of the stockholders. Employee Directors are not paid any additional compensation for serving on the Board. Each year, the Compensation Committee reviews Directors' compensation to ensure it remains competitive and appropriate in amount and structure. The Company will not enter into any consulting or other compensatory contracts with any Independent Director or an entity with which an Independent Director is affiliated or make any charitable contribution to an organization with which an Independent Director is affiliated without the approval of the Board.
Contact with Management
Directors are encouraged to speak directly to employees regarding any questions or concerns they may have. The Company expects written communications between non-employee Directors and employees to be copied to the Chairman and Chief Executive Officer and Lead Independent Director. From time-to-time, officers and managers who can provide insight into items being discussed or which are of particular interest will be asked by the Chairman or Lead Independent Director to be present at a Board meeting. In addition, managers with significant future potential may attend Board meetings to expose them to the Board and the Company’s governance practices. Any Director may at any time ask the Chairman or Lead independent Director to arrange to have one or more officers or other employees meet with the Board or one of its Committees.
Interactions with the Press or Investors
As management has been designated by the Board to speak publicly for the Company, Directors refrain from commenting on the Company or its business publically except if required to exercise the Director’s fiduciary duty or upon request of the Chairman. Inquiries from investors or the media are referred to management unless the Board specifically agrees otherwise.
Contact with Independent Auditors, Counsel and Other Advisors
Directors have unlimited access to the Company's independent auditors, General Counsel, outside legal counsel and any other outside advisors to the Company.
Access to Independent Advisors
The Board or any of its Committees may, at any time, retain outside financial, legal or other advisors believed necessary and appropriate to meet their responsibilities.
Board Self Evaluation
The Board evaluates itself no less than annually. Evaluation criteria are established by the Governance and Nominating Committee which leads the process, assesses the results and makes recommendations, as needed, to the Board to improve its performance.
Chief Executive Performance and Succession Planning
Once a year, in connection with the Board’s review and approval of the business plan, the Compensation Committee, with input from the Chief Executive, establishes performance criteria to be considered in connection with the Chief Executive’s annual performance evaluation and that of other senior officers. Following the end of fiscal year, the Chief Executive presents an evaluation of his/her own performance and that of the other senior officers to the Compensation Committee. Thereafter, the Compensation Committee meets in executive session to review the Company's, the Chief Executive's and the senior officers' performance. The results of the evaluation and review are communicated to the Chief Executive by the Chairman of the Compensation Committee. The Board is responsible for Chief Executive Officer and other key senior management succession planning and has delegated to the Compensation Committee the responsibility for oversight of succession planning.
There will be at least four regularly scheduled meetings of the Board each year. In addition, special meetings may be called by the Chairman of the Board, or upon the written request of a majority of the Independent Directors. Directors are expected to attend all regularly scheduled meetings in person, absent unanticipated and compelling circumstances. Materials for all Board and Committee meetings are sent to the Directors sufficiently in advance of the meeting to ensure adequate time for review prior to the meeting.
The Chairman of the Board, in consultation with the Lead Independent Director and other Directors, will annually prepare a Master Agenda that sets forth a general agenda to be considered at every regularly scheduled Board meeting. A copy of this agenda will be provided to all Directors at the meeting held in conjunction with the annual meeting. The Chairman, in consultation with the Lead Independent Director and other Directors, will complete an agenda for each meeting to include issues as they arise or to delete those no longer relevant or material. Any Director may suggest items for inclusion on a specific agenda and may bring up items in the meetings not specified on the agenda.
Organization of Meetings
The Chairman of the Board will generally determine the timing and length of Board meetings. However, adjournment will be determined by majority vote. In addition to the four regularly scheduled meetings, additional Board meetings may be called, upon proper notice, to address special topics or unanimous written consents may be circulated.
Meetings of the Independent Directors
The non-management Directors will meet in executive session, at each of the regularly scheduled meetings of the Board, and at such other times as may be determined by the Lead Independent Director or a majority of the Independent Directors. In the event there are one or more non-management Directors who are not independent under the applicable requirements, the Independent Directors will meet in executive session, without management and any non-independent Director present, at least once per year.
Director Orientation and Continuing Education
New Directors will be provided with appropriate information to familiarize them with the Company and its operations. Directors will receive appropriate information to assist them in the performance of their duties as directors and committee members, as applicable, including, at a minimum, what is necessary to comply with New York Stock Exchange listing standards and regulatory requirements.
Review of Corporate Governance Guidelines
The Governance and Nominating Committee will, at least annually, review and reassess the adequacy of these Guidelines and recommend any proposed changes to the Board for approval.
Posting of Corporate Governance Guidelines
The Company will post these Guidelines, the charters of each Board committee and the Company’s Corporate Code of Business Conduct and Ethics on the Company’s website as required by applicable rules and regulations. In addition, the Company will disclose in its proxy statement for its annual meeting of stockholders that a copy of each document is available on the Company’s website.
Executive Officer Stock Ownership Policy
Although historically the Company’s senior officers have voluntarily held substantial amounts of the Company’s common stock, thus helping to align the senior officers’ interests with those of other stockholders, the Compensation Committee of the Board of Directors (the “Compensation Committee”) believes that formalizing stock ownership guidelines for the Company’s senior officers is appropriate to insure that the individuals in each such senior office of the company have meaningful financial ownership of the Company’s common stock.
Accordingly, the Compensation Committee recommends the Board adopt the following policy for stock ownership by the Company’s senior officers:
- The Chief Executive Officer should own shares of the Company’s common stock with a value equal to at least 5 times the officer’s annual base salary;
- Each Executive Vice President should own shares of the Company’s common stock with a value equal to at least 4 times the officer’s annual base salary; and
- Each Senior Vice President should own shares of the Company’s common stock with a value equal to at least 3 times the officer’s annual base salary.
Unless the officer has achieved the applicable guideline level of share ownership, the officer is required to retain an amount equal to 50% of the net shares received as a result of any equity awards granted to the officer by the Company. An officer must continue to retain shares in an amount required for as long as the officer is subject to this policy.
“Net shares” are those shares that remain after shares are sold or withheld, as the case may be, to pay any applicable exercise price for the award and satisfy any tax obligations arising in connection with the exercise, vesting or payment of the award.
Shares owned by the officer’s spouse count toward the officer achieving the required level of ownership. Shares held in a trust established by the officer (and/or his or her spouse) count toward the officer achieving the applicable level of ownership if the trust is revocable by the officer (and/or his or her spouse) or is for the benefit of the officer, the officer’s spouse, and/or the officer’s immediate family members. Shares of common stock subject to deferred stock unit awards which have vested but the payment of which is in common shares of the Company and deferred to a later date count toward the officer achieving the applicable level of ownership, but other equity awards (including outstanding stock options or SARs, whether or not vested, and other outstanding unvested awards) do not.
Because an officer must retain a percentage of net shares acquired from Company equity awards until the officer satisfies the specified guideline level of ownership, there is no minimum time period required to achieve the guideline level of ownership.
The Compensation Committee will evaluate whether exceptions should be made in the case of any officer who, due to his or her unique financial circumstances or other special circumstances, would incur a hardship by complying with this policy and the Compensation Committee retains the right to grant waivers of this policy in its discretion.