Board Governance

Our Board of Directors is the foundation of our governance structure. The Board and its committees hold responsibility for strategic oversight of our activities around the world. We provide a full description of our Board structure in the corporate governance section of our website. Additional current Board information is in our 2017 proxy statement. Nine of our ten directors have been determined by our Board to be independent as defined by the New York Stock Exchange and U.S. Securities and Exchange Commission. 

Our Board’s Environment, Health and Safety (EH&S) Committee assists the Board of Directors in determining whether the Company has appropriate policies and management systems in place with respect to EH&S, and in monitoring and reviewing compliance with applicable EH&S laws. The Committee also serves as a forum to review our Corporate Social Responsibility (CSR) strategy and initiatives. In 2016, the Committee was composed of six Board directors, the majority of whom are generally familiar with EH&S aspects of oil and gas exploration and production operations, as well as CSR. The Committee met three times during the year to discuss various topics including:

  • Company and contractor EH&S policy and management systems
  • EH&S safety performance
  • EH&S strategic outlook
  • EH&S compliance auditing

To ensure the EH&S Committee achieves its purpose, it regularly reports its discussions to the Board of Directors and conducts an annual evaluation of its performance. In addition, the Board conducts an annual review of the Committee’s EH&S risk, impact, and opportunity assessment and management procedures.

Our Board also plays an active role in assessing the impacts of our exploration and development operations by approving our entry into any new country. Our pre-entry analysis includes technical feasibility, commercial attractiveness, and above-ground risk, which includes the impact of our operations on the environment and any local communities.

Areas of governance addressed by our board committees in 2016 included a continued focus on stockholder engagement with an emphasis on obtaining feedback from stockholders in the areas of climate change, executive compensation and proxy access.