Governance

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Living Our Values FOR ETHICAL, RESPONSIBLE OPERATIONS

At Marathon Oil, we are Open and Honest: We hold ourselves to a high standard of business ethics and integrity and communicate openly and transparently in our operations.

Navigate Page: Board of Directors  | Executive Compensation |    Management Approach | Progress on Our Commitments 

Management Approach

The Marathon Oil Board of Directors oversees Company management and risk management to ensure high levels of governance, society, workplace and environmental performance for the benefit of our shareholders. Our Corporate Governance Principles explain the composition and functions of the board such as director selection, evaluation and compensation.

We maintain an independent Board of Directors in accordance with applicable laws, regulations, New York Stock Exchange rules and our Corporate Governance Principles to ensure proper oversight. Marathon Oil shareholders elect directors annually, with a majority of votes cast required for election. In 2015, Gaurdie E. Banister, Jr., was elected to the board, eight of nine directors qualified as independent, and two women served as directors. Interested parties, including security holders, may communicate with the board through the Marathon Oil Secretary.

To maintain an independent and effective board, director candidates are screened and evaluated by the Corporate Governance and Nominating Committee, with input from the chairman of the board and the chief executive officer. The committee considers a variety of professional, leadership and personal qualifications for potential board members.

Marathon Oil directors, executives and senior managers have a financial stake in the Company’s performance through stock ownership. Executive compensation is designed to drive financial performance and operational results through competitive pay, pay for performance and creation of long-term shareholder value. The guidelines and practices for director and executive stock ownership and compensation are discussed in our Corporate Governance Principles and the Marathon Oil Corporation Proxy Statement.

The board’s Compensation Committee considered operational, financial, safety and environmental performance in determining executive compensation for 2015. Based on the target metrics and shareholder returns, the committee decided to keep 2015 base salary flat with 2014 for named executive officers, limited the 2015 annual cash bonus program and took other actions in the interest of good corporate governance and sound compensation practices.

As part of our commitment to good governance, Marathon Oil respects local laws and regulations wherever we operate. Our Code of Business Conduct explains our responsibility to governments and the law and provides guidance to employees, directors, contractors and others for complying with laws and regulations.

Progress on Our Commitments

We are committed to participating in the public policy process and maintaining employee awareness on issues relevant to our company and industry. In 2015, we:

  • Promoted responsible, state-based regulation of hydraulic fracturing and seismicity; safe and reliable infrastructure; tax structures that encourage investment; regulations that promote clean air and water while enabling energy development; and reliable permitting processes.
  • Collaborated with industry and successfully advocated for U.S. oil producers’ ability to export crude oil globally.
  • Conducted oil and gas education sessions and tours for legislators and regulators.

Our commitment is to conduct our business with high standards for responsible operations, business ethics and integrity, corporate governance and transparency. To promote awareness and maintain compliance with relevant laws, regulations and policies, Marathon Oil provides education, training and resources. In 2015, we:

  • Approved our new Responsible Operations Management System (ROMS).
  • Implemented a new HES&S audit standard to drive consistency throughout the Company.
  • Conducted annual, mandatory anti-corruption compliance training for all designated employees.
  • Deployed a revised Annual Code of Business Conduct Questionnaire.
  • Continued our commitments to transparency (USEITI, UKEITI, Canada, Equatorial Guinea and the Kurdistan Region of Iraq).
  • Conducted emergency response drills in all of our operated business units and a corporate-level spill response exercise covering our Bakken asset.


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