Employees and contractors at our Brae platform add profitable production from the North Sea. Other core regions include the U.S., Canada and Equatorial Guinea.
Africa
Asia
Europe
Marathon assets, such as those in the Bakken and Eagle Ford plays, are indicative of our steady growth and the exciting opportunities that are yet to come.
At Marathon, we realize the importance of being transparent and regularly sharing company and industry information with our customers, employees and stakeholders.
Pablo Ondo Zetmayer, a gas plant operator in Equatorial Guinea, is a prime example of Marathon’s globally diverse workforce, which enjoys worldwide experiences and world-class opportunities.
With a focus on safety, innovation and environmental stewardship, Marathon is among the world’s leading independent exploration and production companies.
Board Committees & Charters
In 2010, the Board of Directors had four principal committees, all members of which were independent, non-employee directors. The table below shows the current committee memberships of each director and the number of meetings that each corresponding committee held in 2010.
| | | Director | Audit and Finance Committee | Compensation Committee | Corporate Governance and Nominating Committee | Health, Environmental, Safety and Corporate Responsibility Committee(1) | | |
|---|---|---|---|---|---|---|---|---|
| Gregory H. Boyce | X | X* | X | |||||
| Pierre Brondeau (2) | X | X | X | |||||
| Linda Z. Cook (3) | X | X | X | |||||
| Shirley Ann Jackson | X* | X | X | |||||
| Philip Lader | X | X* | ||||||
| Michael E. J. Phelps | X | X | X | |||||
| Dennis H. Reilley (4) | X | X | X* | |||||
| Number of Meetings in 2010 of Corresponding Committee | 5 | 6 | 6 | 5 |
* Chair
1. Previously known as the Public Policy Committee. Name of committee changed to Health, Environmental, Safety and Corporate Responsibility on November 1, 2011.
2. Pierre Brondeau was elected to the Board of Directors effective January 1, 2011. On January 29, 2011, he was appointed by the Board to serve on the Compensation Committee, the Corporate Governance and Nominating Committee, and the Public Policy Committee.
3. Linda Z. Cook was elected to the Board of Directors effective July 1, 2011. On July 27, 2011, she was appointed by the Board to serve on the Audit and Finance Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.
4. At a meeting of the Board of Directors on July 27, 2011, the committees of the Board of Directors were realigned, and Dennis H. Reilley was removed from the Public Policy Committee.
All the members of the Audit and Finance Committee (formerly known as the "Audit Committee") are independent (as independence is defined in Exchange Act Rule 10A-3, as well as the general independence requirements of NYSE Rule 303A.02).
Audit and Finance Committee Charter
The Audit and Finance Committee has a written charter adopted by the Board of Directors. The Audit and Finance Committee Charter, as amended and restated effective November 1, 2011, is set forth below. The charter requires the committee to reassess and report to the Board on the adequacy of the charter on an annual basis, which the committee did in 2011.
Audit and Finance Committee Charter (24 KB)
Audit and Finance Committee Policy For Pre-Approval of Audit, Audit-Related, Tax and Permissible Non-Audit Services
This policy is set forth below. Among other things, this policy sets forth the procedure for the committee to pre-approve all audit, audit-related, tax and permissible non-audit services, other than as provided under the de minimus exception. Notwithstanding the de minimus exception, it is the intent of the committee that standard practice will be to pre-approve all permissible non-audit services. The committee delegated pre-approval authority of up to $500,000 to the Audit and Finance Committee Chair for unbudgeted items.
Audit Committee Financial Expert
Based on the attributes, education and experience requirements set forth in Section 407 of the Sarbanes-Oxley Act of 2002 and associated regulations, the Board of Directors determined that Michael E. J. Phelps and Dennis H. Reilley each qualify as an "Audit Committee Financial Expert."
Guidelines for Hiring of Employees or Former Employees of the Independent Auditor
These guidelines provide that the Company shall not hire any employee or former employee of its independent auditor for a position in a financial reporting oversight role if such employee or former employee was the lead or concurring partner, or any other member of the audit engagement team who provides more than ten hours of audit, review or attest services during the one-year period preceding the date of the initiation of the audit. A complete set of these guidelines is set forth below.
Guidelines for Hiring of Employees or Former Employees of Independent Auditor (10 KB)
Policy for Whistleblowing Procedures
This policy establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The policy is set forth below.
The Compensation Committee is composed solely of directors who satisfy all criteria for independence under applicable law and rules of the New York Stock Exchange and who, in the opinion of the Board of Directors, are free of any relationship that would interfere with their exercise of independent judgment as members of the committee. The Compensation Committee Charter is set forth below.
The Corporate Governance and Nominating Committee is composed solely of independent directors in accordance with the Rules of the New York Stock Exchange. The committee’s primary purpose is to discharge the Board of Directors’ responsibility related to public policy matters, the development and implementation of a set of Corporate Governance Principles, the identification of individuals qualified to become members of the Board of Directors, and the review of the qualifications and make-up of the Board membership. The Corporate Governance and Nominating Committee Charter is set forth below.
Corporate Governance and Nominating Committee Charter (16 KB)
The Health, Environmental, Safety and Corporate Responsibility Committee assists the Board in identifying and monitoring social, political and environmental trends and issues that affect the Company. Additionally, the committee analyzes the Company's global reputation and develops recommendations to strategically position the Company to support its business objectives.
Health, Environmental, Safety and Corporate Responsibility Committee Charter
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Marathon’s commitment to the community is deeply rooted in our core values. Our employee-run Books for Bioko program collects supplies for schools in Equatorial Guinea.
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