The ConocoPhillips board of directors oversees the company’s policies, practices and performance. As of March 31, 2011, the board consisted of 13 independent directors and one employee director – the chairman of the board and chief executive officer (CEO) of the company.
ConocoPhillips has corporate governance guidelines (PDF document) that outline the qualifications, responsibilities, compensation and evaluation of the board of directors, as well as the process for CEO evaluation.
The company’s corporate governance practices and financial controls meet the requirements of the U.S. Securities and Exchange Commission (SEC), the federal Sarbanes-Oxley Act and the listing standards of the New York Stock Exchange.
The board also appoints committees to work on specific issues in greater detail than would be possible at full board meetings. Information about all of the board committees, including committee charters and membership, are listed here.
To strengthen corporate governance, a disclosure committee was formed in 2002. It includes members of senior management and is jointly chaired by the chief financial officer (CFO) and the general counsel. It oversees our disclosure controls and procedures, and assists the board in providing information to the SEC and the investment community. The CEO and CFO meet with the disclosure committee to review each SEC filing prior to signing their required certifications of financial responsibility.