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Corporate Governance

Our Approach

Corporate Governance starts with board oversight.

Marathon Oil's Board of Directors helps guide the long-term success of our company. The Board independently oversees all corporate and risk management efforts. There are four principal committees, whose members are independent, non-employee directors.
Section 1

Code of Business Conduct

Our Code of Business Conduct lays the foundation for good business decisions, reinforces our long-standing commitment to high ethical standards, and summarizes the fundamental importance of acting with integrity.
Section 2

Code of Conduct for Persons Engaged in Natural Gas Sales

Marathon Oil adheres to a Code of Conduct For Persons Engaged in Natural Gas Sales for Resale Transactions and Voluntarily Submitting Natural Gas Transaction Data to Price Index Developers in buying or selling natural gas and in reporting data from such transactions to price index developers.
Section 3

Policies and Reporting

Following are a selection of key corporate governance statements, policies and reports from recent years.

If the Board of Directors adopts a stockholders' rights plan, it will do so after careful deliberation and in the exercise of its fiduciary duties. The Board of Directors will seek prior stockholder approval of the plan unless, due to time constraints or other reasons, the Corporate Governance and Nominating Committee determines that it would be in the best interests of stockholders to adopt the rights plan before obtaining stockholder approval.

If a rights plan is adopted without prior stockholder approval, the plan must either be ratified by stockholders or expire on the first anniversary of its effective date.

The Corporate Governance and Nominating Committee shall periodically review this policy statement and report to the Board of Directors with any recommendations it may have in connection therewith.

Section 4

Restated Certificate of Incorporation, By-Laws & Corporate Governance Principles

Below are the Marathon Oil Corporation Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 22, 2024, our By-Laws amended and restated as of February 24, 2016 and our Corporate Governance Principles, amended and restated as of February 23, 2022.

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