Ethical Business Practices

Our chief executive officer has ultimate oversight for Marathon Oil’s Compliance and Ethics program. Our Compliance and Ethics leadership reports directly to both our executive vice president, general counsel and secretary, as well as to the chair of the board’s Audit and Finance Committee and provides updates to the full Audit and Finance Committee multiple times a year.

Our efforts are guided by our publicly available Code of Business Conduct (Code), which applies to all directors, employees and those acting on our behalf. It is available digitally in both English and Spanish and is also placed on company-issued laptops and mobile devices (hard copies of the Code summary remain available in Marathon Oil offices). Every new Marathon Oil employee receives a communication summarizing their roles and responsibilities under the Code, including ways they can raise Code-related questions and concerns. We also conduct focused awareness campaigns on different Code matters.

All new employees are required to complete online Code training shortly after joining the company. All active employees (including part-time employees) are required to complete an annual Code Questionnaire and Certification and complete Code refresher training every other year.

Marathon Oil Code awareness and training includes guidance on how to raise Code-related questions and/or concerns, including:

• Contacting a direct manager or another member of management within Marathon Oil.
• Contacting the Marathon Oil organization(s) referenced in each section of the Code.
• Contacting Marathon Oil’s Corporate Compliance and Ethics organization at Integrity@marathonoil.com.
• Utilizing Marathon Oil’s Integrity Helpline via 877-713-8314 or www.integrity-helpline.com/MarathonOil.jsp.

The Integrity Helpline reporting options provide the opportunity to raise questions or concerns anonymously. Marathon Oil does not tolerate retaliation for good faith reporting of actual or potential Code violations, and we consider retaliation for good faith reporting a violation of the Code. We treat seriously all business ethics concerns reported to Marathon Oil. The specific investigation and/or action taken by Marathon Oil in response to a particular business ethics concern will depend upon the nature of the concern. Business ethics concerns meeting certain requirements are escalated to an executive-level internal investigation committee.

Marathon Oil maintains a framework of requirements and procedures to detect, prevent and address potential violations of applicable anti-corruption and commercial bribery (collectively, anti-corruption) laws and to support our commitment to conducting business honestly and ethically. This framework includes an Anti-Corruption Compliance Policy (ACCP) and supporting Anti-Corruption Standard (ACS) and well-established processes to address potential anti-corruption risk areas. Our ACCP outlines clear expectations and specific prohibitions, including the prohibition of facilitation payments, as well as processes for addressing anti-corruption risk areas. We regularly conduct risk-based anti-corruption training tailored to designated personnel. In addition to regular entity-wide anti-corruption audits every few years, we’ve taken a risk-based approach to internal and external audits of compliance.

We regularly assess our bribery and corruption risks and update our Compliance program and mitigation efforts accordingly.