Governance

Carrizo’s Board of Directors (“Board”) is the Company’s highest governing body responsible for overseeing the long-term health and success of our business. Our Company faces a broad array of risks, including market, operational, strategic, legal, political, and financial risks. The Board and its committees oversee and help mitigate these risks by ensuring we have structures and processes in place that are in the best interests of our stakeholders. The Board members participate in Board meetings to periodically review the company’s governance practices and other initiatives and adopt practices that enhance our governance and reduce our risk profile. We believe that good corporate governance helps us meet our obligations to our stakeholders.

At Carrizo, we hold our team to the highest standards of integrity and honestly. Our reputation depends on each employee, manager, and anyone working on our behalf to assume personal responsibility for our business conduct, and our employees are encouraged to report any questionable conduct. We believe in being transparent and responsive when conducting Company business. We work hard to maintain the trust of our stakeholders, and this starts at the board level.

In general, Carrizo’s governance policies include:

  • the establishment of the Code of Ethics and Business Conduct of the Company, which covers a range of business practices and procedures affecting all directors, officers, and employees
  • the establishment of the Audit Committee, appointed by the Board of Directors, to oversee the accounting and financial reporting processes and audits, company performance, and governmental compliance
  • the creation and purpose of the Nominating and Corporate Governance Committee of the Board of Directors
  • the creation and purpose of the Compensation Committee of the Board of Directors which reviews and approves the compensation of the Company’s officers and employees

As a public Company traded on the NASDAQ exchange, Carrizo is led by an eight-member board of directors with seven independent directors. It is the responsibility of the Lead Independent Director to coordinate and moderate executive sessions of the Board’s independent members and serve as the principal liaison between the CEO and independent directors.

There are three committees on the Board – Audit, Compensation, Nominating and Corporate Governance – each composed of independent members as outlined under the Committee Composition section of this page.

Stakeholder Engagement

Our management team and Board seek to be open with and available to our shareholders and other stakeholders. Developing and maintaining relationships with our stakeholders is fundamental to our business success. Stakeholders are encouraged to communicate with the Company, whether it is in writing or through the many ways we interface with the community. Our CEO and management team regularly meet with stakeholders through various conferences and one-on-one meetings to discuss financial as well as technical topics and our Board members are accessible at our annual meeting. For those not able to attend our annual meeting, members of our Board may also be contacted by submitting communications in writing to our corporate secretary at Carrizo Oil & Gas, Inc., 500 Dallas Street, Suite 2300, Houston, Texas, 77002.

Whistleblower Hotline

At Carrizo, we hold our team to the highest standards of integrity and honestly. Our reputation depends on each employee, manager, or anyone working on our behalf to assume personal responsibility for our business conduct, and our employees are encouraged to report any questionable conduct. Individuals may report violations of Carrizo’s Code of Ethics and Business Conduct by calling the independently operated Compliance Employee Report Line at 1-844-527-0537 or visiting http://cerl.ethicspoint.com.

Committee Composition