Board oversight

Our board of directors oversees our strategic planning and risk management programs, including those related to sustainability. The board divides 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 full board also reviews the climate risk strategy at the annual Board Strategy Session. The activities and design of the ConocoPhillips sustainability governance structure are described briefly below.

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. The matrix below provides a 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 SD and climate-related trends and risks that could affect business activities and performance. The PPSC makes recommendations to the board and monitors compliance with the company’s policies, programs and practices regarding:

•  Health, safety and security (excluding cybersecurity).

• Environmental protection.

• Climate change.

• Nature, including water and biodiversity.

• Human rights and social issues.

• Business operations in sensitive countries.

• Government relations.

• Political/regulatory risk management and political contributions.

• Corporate philanthropy and corporate reputation.

SD is a standing agenda item at PPSC meetings to discuss the SD risk management process, including the implementation of our net-zero ambition and Paris-aligned emissions reduction targets, and the use of reporting and disclosure frameworks. The Vice President, Sustainable Development, facilitates the discussion of this agenda item for the PPSC. In 2023, items discussed included:

• Progress report on our Plan for the Net-Zero Energy Transition.

• SD risk management and risk trends.

• Evolving expectations for sustainability disclosures and assurance.

• Nature-related risks.

• Climate Risk Strategy update including recent trends, strategic engagement options and targets.

• SD strategic priorities and annual review.

Issues considered by the PPSC are reported to the full board as appropriate.

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 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 SD 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 ESG metrics, targets and performance, as well as human capital management and diversity, equity and inclusion. Annual incentive programs promote achievement of strategic milestones and objectives that address stakeholder issues essential to sustaining excellence in environmental and social performance.