Northwest Pipe Company’s Board of Directors and corporate officers are committed to establishing a strong corporate governance environment and to adopting best practices to meet the needs and goals of the Company.
- Internal Efforts – The Board and corporate officers recognize that the long-term interests of the Company are advanced when they are responsive to the concerns of employees, stakeholders, customers, and shareholders. Policies and practices to manage corporate governance are well established.
- Ethics and Compliance – We take pride in the high standards of conduct that identify us as a Company. We have controls in place relating to compliance with our Code of Business Conduct and Ethics (“Code”), including a requirement for employees to review and understand the requirements of our Code, as well as an established whistleblower hotline and related procedures. We conduct training on our Code upon hire, and in regular intervals during an employee’s tenure with us. We also conduct anti-trust training annually.
- Board Oversight – The Board of Directors provides oversight to the Company and leads the following committees:
- Environmental & Social Governance Committee – Fulfills the Company’s responsibilities to provide oversight and support of the Company’s Environmental and Social priorities through monitoring its strategic objectives, communications with stakeholders, and compliance with Environmental- and Social-related regulatory requirements.
- Audit Committee – Provides oversight on the Company’s financial reporting process, the audit process, the system of internal controls, oversight of risk management practices, including data protection and cybersecurity, and compliance with laws and regulations.
- Compensation Committee – Provides oversight of the Company’s human capital management matters. Determines executive compensation by reviewing, recommending, and approving salaries and other compensation of executive officers. Administers the Company’s equity incentive and compensation plans including reviewing, recommending, and approving equity incentive and compensation awards to executive officers.
- Nominating and Governance Committee – Recommends to the Board corporate governance principles for the Company, identifies qualified candidates for membership on the Board of Directors, and proposes to the Board of Directors for its approval nominees for election as directors.
Directors and executives agree to comply with the Corporate Governance Principles, Code of Ethics, and Charters set forth by the Board of Directors.