Risk Management

Our board of directors and its committees oversee corporate risk management, and each board committee has specific risk oversight responsibilities. The Compensation Committee reviews executive compensation to prevent excessive risk-taking; the Health, Environmental, Safety and Corporate Responsibility (HES&CR) Committee oversees operational risks, including those related to climate change and HES&S; the Governance and Nominating Committee reviews governance policies and procedures to confirm legal compliance; and the Audit and Finance Committee reviews risks associated with financial, accounting, cyber security and compliance matters and reviews our Enterprise Risk Management (ERM) process.

Marathon Oil executive and senior management are responsible for day-to-day risk management at the enterprise level through the ERM process. Our risk management structure and specific roles are described in more detail below.

Marathon Oil employs the ERM process to identify and manage risk based on impact to the organization from multiple perspectives. Led by treasury and internal audit, the process includes group interviews with senior leaders and key personnel in their organizations, biannual internal risk assessments and risk-owner meetings, in addition to an annual board update and discussion. Each identified enterprise risk has an owner and an assessor to promote accountability and transparency.

Marathon Oil provides additional information on risk oversight and our material risks in our forward-looking statement disclosures in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, other public filings and press releases. These resources are available at www.marathonoil.com.

The Responsible Operations Management System (ROMS) is the framework we use to drive continuous improvement and regulatory compliance and reduce operational risk across Marathon Oil. Business units must meet the minimum expectations for HES&S performance set within ROMS.

The ROMS ownership structure assures accountability and transparency and promotes knowledge sharing across the enterprise. An executive steering committee oversees ROMS implementation, with business unit-level ROMS committees further driving accountability. Each ROMS element has an executive owner, technical advisors and subject-matter experts who drive progress. See the ROMS oversight document to learn about a specific element’s owner or advisor.