Governance Definitions

SM ENERGY AUDIT COMMITTEE


The Audit Committee is governed by the Audit Committee Charter and assists the Board in fulfilling its oversight responsibilities with respect to:

  • The Company's financial statements and its internal controls, the financial reporting and accounting processes, and compliance with legal and regulatory requirements
  • The qualifications, independence and performance of the Company's independent auditors as well as the performance of the Company's internal audit function
  • The Company’s financial risk assessment and risk management policies
  • The maintenance of effective communication among the independent and internal auditors, individuals performing the finance, accounting, financial reporting functions , and management and the Board of Directors

SM ENERGY COMPENSATION COMMITTEE


The Compensation Committee is governed by the Compensation Committee Charter and assists the Board in fulfilling its oversight responsibilities with respect to:

  • Overseeing the administration of the Company's employee compensation and benefit plans
  • Establishing the Company's compensation policies
  • Assisting the Board in discharging its responsibilities relating to the compensation of the Company's executives and directors

SM ENERGY EXECUTIVE COMMITTEE


The Executive Committee is governed by the Executive Committee Charter, and has the authority to act on behalf of the Board with respect to matters as to which it has been authorized to act by the Board, provided that such matters are not in conflict with the Company’s Certificate of Incorporation, the Company’s By-Laws, applicable laws, regulations, or rules or the listing standards of the NYSE.


SM ENERGY NOMINATING AND CORPORATE GOVERNANCE COMMITTEE (NCGC)


The NCGC is governed by the NCGC Charter and assists the Board in fulfilling its oversight responsibilities with respect to:

  • Identifying individuals qualified to become Board members
  • Recommending to the Board the selection of director nominees for each committee as well as election at the next annual meeting of stockholders
  • Developing and recommending to the Board a set of corporate governance guidelines for the Company and reviewing such guidelines on an annual basis
  • Determining whether each Board member complies with the independence standards for the Board as set forth in the Corporate Governance Guidelines, and advising the Board of such determination
  • Oversight of the annual evaluation of the Board and management