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. In 2017, nine of our eleven directors were determined by our Board to be independent as defined by the New York Stock Exchange and U.S. Securities and Exchange Commission. Additional Board information is available here.
Our Board’s Safety, Sustainability and Corporate Responsibility Committee assists the Board of Directors in determining whether the Company has appropriate policies and management systems in place with respect to environment, health and safety (EH&S), and in monitoring and reviewing compliance with applicable EH&S laws. The Committee also serves as a forum to review our Social Investment strategy and environmental, social and governance (ESG) initiatives. In 2017, the Committee was composed of seven Board directors, the majority of whom are generally familiar with EH&S aspects of oil and natural gas exploration and production operations, as well as social investment and ESG topics. 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 Safety, Sustainability and Corporate Responsibility 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 2017 included a continued focus on stockholder engagement with an emphasis on obtaining feedback from stockholders in the areas of climate change and director independence.