Board oversight
Our board of directors oversees our strategic planning and risk management programs, including those related to sustainability. The board allocates certain oversight functions to its five standing committees: Directors’ Affairs, Public Policy and Sustainability, Audit and Finance, Human Resources and Compensation, and Executive. Each committee, other than the Executive Committee, convenes at least quarterly. The governance structure is described in our Proxy Statement.
We seek to ensure that the board reflects a range of expertise — particularly in the areas of leadership and management, financial reporting, issues specific to oil and gas-related industries, both domestic and international markets, public policy and government regulation, technology, public company board service, human capital management, and environmental and sustainability matters — sufficient to provide sound and prudent guidance with respect to the company’s strategic needs. A matrix summarizing the high-level overview of key skills of the directors and more detailed information can be found in our Proxy Statement.
The Public Policy and Sustainability Committee (PPSC) is responsible for identifying, evaluating and monitoring sustainability and climate-related trends and risks that could affect our business activities and performance. The PPSC makes recommendations to the board and monitors compliance with the company’s policies, programs and practices regarding:
- Climate-related trends and risks.
- Nature-related risks, including water and biodiversity.
- People and community-related risks, including human rights and social issues.
- Health, safety and security (excluding cybersecurity).
- Operations risk management.
- Government relations and public policy.
- Political/regulatory risk management.
- Corporate philanthropy and corporate reputation.
Sustainability is a standing agenda item at PPSC meetings to discuss the risk management process, including the implementation of our Climate Risk Strategy, emissions reduction activities, and the use of reporting and disclosure frameworks. The Vice President, Sustainable Development, facilitates the discussion of this agenda item for the PPSC. In 2025, items included updates on our approach to net-zero, understanding emerging regulated sustainability reporting and an overview of priorities discussed with major stockholders during our engagements. The PPSC was also updated on our GHG target progress and emissions reduction efforts. This informed our annual review of strategic priorities.
Issues considered by the PPSC are reported to the full board as appropriate. The full board also reviews the Climate Risk Strategy at the annual Board Strategy Session.
Other board committees also address sustainability issues.
- The Audit and Finance Committee (AFC) oversees enterprise risk management (ERM) and cybersecurity. The AFC facilitates appropriate coordination among the board committees to ensure that our risk management processes, including those related to climate change, are in place with necessary steps taken to foster a culture of prudent decision making throughout the company. The AFC receives regular updates on how enterprise risk is being addressed, mitigated and managed across the company, including sustainability considerations that influence capital markets, public perception, HSE, operations and drilling, production facilities and political risks within the ERM system.
- The Human Resources and Compensation Committee oversees executive compensation and the performance-based components of the company’s incentive programs, including environmental and social-related metrics, targets and performance, as well as human capital management. Annual incentive programs promote achievement of strategic milestones and objectives that address stakeholder issues essential to sustaining excellence in environmental and social performance.