The ProPetro Board of Directors and its committees oversee the strategy and governance. The fundamental policy is to conduct business with honesty and integrity in accordance with the highest legal and ethical standards. We believe this is critical to our long-term success. A Code of Ethics and Conduct has been adopted to help equip all our employees, officers and directors conduct ProPetro’s business in an honest and ethical manner.
The Code of Ethics and Conduct addresses conflicts of interest, confidentiality, fair dealing with others, proper use of Company assets, compliance with laws, insider trading, keeping of books and records, as well as reporting of violations. ProPetro does not tolerate retaliation against an employee who makes a report of actions that may be inconsistent with our Code of Ethics and Conduct, policies or laws or regulations or who assists in an investigation of suspected wrongdoing. Each of us plays a critical role in safeguarding the reputation of ProPetro, and all employees are encouraged and responsible for speaking up anytime they become aware of a potential violation of our codes, policies or laws. We also strive to have an environment free of discrimination, harassment and retaliation.
Our Board monitors the specific experience, qualifications and skills of its members so that, as a whole, it has the necessary tools to perform its oversight function effectively in light of ProPetro’s business and structure. Our Corporate Governance Guidelines specifically take the diversity of a potential director nominee’s gender, race and ethnicity into account when considering candidates for the Board, and the Nominating and Corporate Governance Committee and the Board are committed to increasing Board diversity. The members of our Board are elected on an annual basis. Our Board and its committees perform annual self-evaluations to ensure that they are best equipped to create shared value for ProPetro’s stockholders.
The majority of the members of the Board are "independent" under the rules of the NYSE. In October 2019, the Board designated Mr. Anthony Best, an independent director, to serve as the Lead Independent Director. In this capacity Mr. Best provides, in conjunction with the Chairman Mr. Phillip Gobe, leadership and guidance to the Board. Some of the responsibilities include presiding over all meetings of the Board at which the Chairman of the Board is not present, including any executive sessions of the independent directors; approving Board meeting schedules and agendas; and acting as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board. To facilitate candid discussion among ProPetro’s directors, the non-management directors meet in executive session in conjunction with each regular board meeting and as otherwise determined by the Lead Independent Director. In addition, at least once a year, the non-management directors who are independent under NYSE listing standards meet in executive session in conjunction with a regular board meeting.