ETHICAL BUSINESS PRACTICES

LIVING OUR VALUESMarathon Oil is committed to being responsible, safe and ethical. Our Code of Business Conduct reinforces the company’s commitment to ethical business practices and applies to all employees, officers, directors and third parties acting within the scope of representing Marathon Oil.

In addition, our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions must also adhere to the standards of professional and ethical conduct outlined in our Code of Ethics for Senior Financial Officers.

Every new Marathon Oil employee is required to complete online Code of Business Conduct training and a separate online cybersecurity course, as well as disclose potential conflicts of interest within 30 days of employment.

Active Marathon Oil employees are required to complete an annual Code of Business Conduct Questionnaire and Certification, and additional Code training on a scheduled basis.

We constantly assess our business environment and update our ethics and integrity programs as needed to address current and emerging risks, and strengthen compliance and mitigations. Our assessment mechanisms include peer and industry benchmarking, and internal monitoring through the Marathon Oil audit function, Integrity Helpline and other means. These efforts in 2018 resulted in revisions to our data privacy practices to adhere to the EU General Data Protection Regulation and to additional measures to prevent corruption and bribery across the enterprise. Our recent benchmarking focused on peer and industry investigation practices and our program will also undergo a third-party assessment.

Preventing Corruption and Bribery

We believe Marathon Oil complies with all applicable anti-corruption and commercial bribery laws in the countries where we operate, including the U.S. Foreign Corrupt Practices Act (FCPA). Our anti-corruption compliance program aligns with U.S. Department of Justice recommendations for effectiveness. In 2019, we will roll out the new Anti-Corruption Compliance Policy we developed to strengthen efforts to prevent corruption and commercial bribery throughout Marathon Oil. The Anti-Corruption Compliance Policy replaces the previous governing policy document.

Annual anti-corruption compliance training is mandatory for designated employees with certain job responsibilities and/or working in certain locations. We also have an international compliance audit program for our operations outside the U.S.

We have well-established processes for transparent reporting of revenue flows from oil and gas production to prevent bribery and corruption, and we continue to engage in industry discussions regarding transparency of payments. Our internal monitoring systems to detect corruption include the Integrity Helpline, audits and investigations. As an additional safeguard, many interactions with government officials require the approval of our Law Department.

Reporting Mechanisms

Marathon Oil encourages employees to work with their supervisors and management to resolve issues. Employees may report questions or concerns through Human Resources, Audit, Health, Environmental, Safety and Security (HES&S), Law, Corporate Compliance and other internal resources.

Employees and third parties have access to the Integrity Helpline for anonymous, confidential reporting of ethics and compliance questions and concerns at all times, by phone and online. Our ongoing efforts to promote a culture of internal reporting include distributing informational posters on our compliance programs to all Marathon Oil employees and stressing the options for reporting during compliance training. Our Code of Business Conduct and policy for Reporting Business Ethics Concerns forbid retaliation for good faith reporting of these concerns.

Our Corporate Compliance and Ethics organization reviews submissions to the Helpline and takes action as necessary.

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