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Governance Overview

Understanding Our Risks
At Marathon Oil, running our company responsibly means managing and mitigating environmental, social and reputational risks effectively. We prioritize best-in-class corporate governance, including a robust risk management infrastructure, as well as processes and foundational principles that govern the way we do business every day.

The Marathon Oil board of directors oversees our business and assesses risk to ensure high levels of environmental, social and governance (ESG) performance for the benefit of our shareholders. Our Corporate Governance Principles describe the roles, responsibilities and functions of the board. Detailed information about the selection, election, independence, diversity, committees, evaluation, risk management responsibilities, compensation and functioning of our board of directors is available in our 2019 Proxy Statement and Notice of 2019 Annual Meeting of Stockholders.

We’re proud of our board’s commitment to serving Marathon Oil and our stakeholders. Our board met 11 times in 2018, and attendance for board and committee meetings was over 94% for the full year.

Board Oversight and Leadership Structure

The board’s key oversight role includes reviewing the sustainability of our operations, the strength of our risk management efforts and the viability of our long-term strategic plans. This oversight and guidance is critical to protecting Marathon Oil’s ability to create long-term value. We believe that strong governance produces a corporate culture and a business environment conducive to a company’s growth and longevity.

The Marathon Oil board of directors has four standing committees: Audit and Finance; Compensation; Corporate Governance and Nominating; and Health, Environmental, Safety and Corporate Responsibility (HES&CR). The HES&CR committee plays a vital role in our sustainability efforts and includes board members with experience in this area.

Our board doesn’t have a policy regarding whether the roles of the chairman and CEO should be separate, but rather makes this determination on the basis of what is best for our company at a given point in time. Effective Feb. 1, 2019, Lee Tillman, our president and CEO, was appointed chairman of the board of directors and Greg Boyce was appointed as independent lead director.

Board Engagement
Leadership and board members discuss the issues after a shareholder meeting in Houston, Texas

Diversity and Culture Focus at the Board Level

One topic that’s received increasing attention from stakeholders in recent years is diversity. Ensuring that we have varied backgrounds, experiences and thought represented on Marathon Oil’s board remains essential to succeeding. We understand the importance of diversity on our board and in our workplace. We believe we’ve taken steps to make our company diverse and will continue reporting on our progress.

In addition, we know that culture can contribute to – or detract from – a company’s value overall. We believe strong company culture is important and strive for excellence every day through the way we do business. Our values and expectations are set forth at the top of the organization and we expect everyone to adhere to our company values and policies. Importantly, we have mechanisms to support the reporting of any actions that aren’t in line with our culture; 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. We’re confident we have the directors, employees, platforms and channels in place to foster the best culture we can.

Good Governance, Good Stewardship

Marathon Oil believes it’s our obligation to operate with ethics and integrity, to maintain exemplary corporate governance, and to promote open and transparent communications. Strong leadership and governance are critical to good stewardship.

Performance Highlights

  • Continued to identify, manage and mitigate significant enterprise risks using the Enterprise Risk Management process, with oversight from the board of directors and active involvement of Marathon Oil management.
  • Continuous improvement efforts associated with the implementation of our Responsible Operations Management System (ROMS) included introducing new corporate standards and adding regional vice presidents to the ROMS steering committee.
  • Further aligned our ethics and integrity efforts to address current risks and our operational focus on the U.S.
  • Strengthened business continuity plans across the company by holding a workshop and adding a web-based computer access program.

How are we doing?

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