Ensure Long-Term Viability
Corporate Governance
The ConocoPhillips board of directors oversees the company’s policies, practices and performance. As of May 31, 2007, the board consisted of 16 independent directors and one employee director – the chairman of the board and chief executive officer (CEO). The board appoints committees to work on specific issues in greater detail than would be possible at full board meetings. Further information about the audit and finance committee, compensation committee, public policy committee, committee on directors affairs and executive committee can be found on our Web site (http://www.conocophillips.com/sd/governance/). ConocoPhillips’ corporate governance practices and financial controls meet the requirements of the Sarbanes-Oxley Act and the listing standards of the New York Stock Exchange. Disclosure Committee To strengthen corporate governance, a disclosure committee, comprising senior management and chaired jointly by the chief financial officer (CFO) and the general counsel, was formed in 2002 to oversee our system of disclosure controls and procedures and assist the board in providing information to the U.S. Securities and Exchange Commission and the investment community. The CEO and CFO meet with the disclosure committee to review each Securities and Exchange Commission filing prior to signing certifications of financial responsibility. Public Policy Committee The public policy committee oversees our positions on public policy issues and on matters that may impact the company’s reputation as a responsible corporate citizen. The committee makes recommendations to the board on the company’s policies, programs and practices regarding health, safety and environmental protection; ethical business conduct; consumer affairs; equal employment opportunity; business operations in sensitive countries; government relations and political contributions; corporate philanthropy; and corporate image advertising. It also approves the budget for political and charitable contributions and monitors compliance with public policies, programs, practices and budgets.