Boards of Directors and Committees

The Boards have six committees, each of which has a specific charter (except for the Executive Committees), defined responsibilities and composition.

The charter for each of these committees can be found on the Corporate Governance section on our corporate website. Further discussion of the HESS Committees can be found in the Risk Management section of this report. The committees include the following:

Audit Committees

The purpose of the Audit Committees shall be to (1) assist the Boards’ oversight of the (a) integrity of the Companies’ financial statements, (b) Companies’ compliance with legal and regulatory requirements (other than health, environmental, safety and security matters), (c) independent auditors’ qualifications and independence, (d) performance of the Companies’ internal audit functions and independent auditors, and (e) relevant elements of the Companies’ risk management programs; and (2) prepare the report that the U.S. Securities and Exchange Commission rules require be included in the Companies’ annual proxy statement.

Compensation Committees

The purpose of the Compensation Committees is to discharge the Boards’ responsibilities relating to compensation of the Companies’ directors, executive officers and such other member of senior management of the Companies as they may determine.

Compliance Committees

The purpose of the Compliance Committees is to oversee the Companies’ Ethics and Compliance Program (“E&C Program”), including by (1) receiving regular reports from, and providing direction to the Companies’ Chief Ethics and Compliance Officer (the “CECO”) with respect to the implementation of the Ethics and Compliance Strategic Plan, including the adequacy of staffing and resources; (2) monitoring, in coordination with the Boards’ Health, Environmental, Safety and Security (HESS) Committees, implementation of the Environmental Compliance Plan (“ECP”); (3) taking steps, in coordination with the Boards’ Audit and HESS Committees, reasonably designed to ensure that all significant allegations of misconduct

by management, employees, or agents receive appropriate attention and remediation; (4) promoting accountability of senior management with respect to compliance matters; (5) making recommendations to the Boards for the framework, structure, and design of the Boards’ permanent, steady-state oversight of the Companies’ E&C Program; and (6) handling any other duties as directed by the Boards, consistent with their Charter, the Companies’ by-laws, articles of association and governing law.

Executive Committees

The purpose of the Executive Committees is to exercise the authority of the full Boards between Board meetings, except to the extent that the Boards have delegated authority to another committee or to other persons, and except as limited by applicable law.

Health, Environmental, Safety & Security (HESS) Committees

The purpose of the Health, Environmental, Safety & Security (“HESS”) Committees is to assist the Boards in fulfilling their responsibility to supervise and monitor health, environmental, safety and security policies, programs, initiatives at sea and onshore, and compliance with health, environmental, safety and security legal and regulatory requirements.

Nominating & Governance Committees

The purpose of the Nominating & Governance Committees is to: (1) develop and recommend to the Boards a set of Corporate Governance Guidelines applicable to the Companies; (2) engage in succession planning for the Boards, assist the Boards by identifying individuals qualified to become Board members, and recommend to the Boards the director nominees to serve on the Boards; (3) recommend to the Boards director nominees for each committee; and (4) assist the Boards with such other matters as may be set forth in their Charter from time to time.

More Information

More information on links between compensation for members of the Boards of Directors, Executives and Senior Management, and the company’s financial, environmental, social and governance performance can be found in the Compensation Discussion and Analysis section of our annual Proxy Statement here.