The Board of Directors (the “Board”) of Halliburton Company (the “Company”) has adopted these Corporate Governance Guidelines (the “Guidelines”) to assist in the exercise of its responsibilities. These Guidelines are not intended to create legally binding obligations and should be interpreted in the context of all applicable laws, rules, regulations, stock exchange listing standards, the Company’s Bylaws and other relevant governing legal documents. These Guidelines will be reviewed annually, or more often as appropriate, by the Nominating and Corporate Governance Committee and revised as appropriate.
The Board’s primary responsibility is to provide effective oversight of the Company’s business for the benefit of its shareholders. In furtherance of that responsibility, the Board will:
A. Strategic Oversight: Conduct periodic reviews of and approve the Company’s business strategy and monitor performance against such strategy or changes thereto.
B. Board Committees: Receive periodic updates from management to the Board or its committees (the “Committees”) regarding:
1. Accounting, financial, disclosure, and other controls (Audit Committee);
2. The Company’s compensation philosophy and objectives (Compensation Committee);
3. Health, safety, and environmental (“HSE”) and sustainability performance, including processes to ensure compliance with internal policies and goals and applicable laws and regulations; in this regard, the Company has focused on the health and safety of its employees and environmental and climate issues and the oversight of these matters will continue to be the focus of the Health, Safety and Environment Committee (Health, Safety and Environment Committee);
4. Governance matters, environmental and social trends and best practices, and political expenditures, payments to trade associations, and lobbying activities of the Company (Nominating and Corporate Governance Committee);
5. Information security and cybersecurity (Board and Audit Committee); and
6. The adequacy of policies to govern corporate conduct, compliance systems, and controls (Board and all Committees).
C. CEO Evaluation: Evaluate the performance of the Chief Executive Officer and take appropriate action, including removal, when warranted. Specifically:
1. The Lead Independent Director will facilitate, in executive session of the non-management Directors, an annual evaluation of the performance of the Chief Executive Officer. The non-management Directors shall consider the Chief Executive Officer’s performance in both qualitative and quantitative areas, including:
a. Leadership and vision;
b. Integrity;
c. Development and accomplishment of strategic objectives;
d. Informing the Board on matters affecting the Company;
e. Performance of the business (including achievement of financial objectives and goals and HSE, social, and governance performance); and
f. Human Capital Management of the enterprise including, without limitation, its attraction, development and retention of employees, global workforce diversity, succession of employees, and development of management talent.
The Compensation Committee will review the performance evaluation of the Chief Executive Officer and a market study conducted by an independent, external compensation consultant. Based upon the review, the Compensation Committee will make a recommendation on the Chief Executive Officer’s compensation for the upcoming year. The Compensation Committee will present its recommendation to the non-management Directors.
2. The non-management Directors will set the Chief Executive Officer’s compensation for the upcoming year, taking into consideration the recommendation of the Compensation Committee.
3. The Lead Independent Director will communicate the annual evaluation to the Chief Executive Officer.
D. Executive Officers: Select, evaluate, and set the compensation of executive officers of the Company.
E. Management Succession: Annually review and evaluate the succession plans and management development programs for all members of executive management, including the Chief Executive Officer. This review and oversight will include an overview and update on the Company’s overall human capital management key performance indicators.
The Board will also oversee a Chief Executive Officer succession management process, which will:
1. Develop criteria for the position that reflects the Company’s business strategy;
2. Utilize a formal assessment process to evaluate candidates;
3. Identify and develop internal candidates for the position;
4. Ensure non-emergency planning at least three (3) years before an expected transition; and
5. Develop and maintain an emergency succession plan.
F. Board Evaluation: Conduct an annual self-evaluation of the performance and effectiveness of the Board, its Committees, and each non-management Director.
A. Chairman of the Board and Chief Executive Officer: The Board has determined that the Chief Executive Officer should also serve as the Chairman of the Board. The Chairman of the Board is responsible for leadership of the Board to maximize its effectiveness. The Chief Executive Officer is responsible to shareholders for the overall management and functioning of the Company. On an annual basis the Board will consider whether it is appropriate that the Chairman of the Board and the Chief Executive Officer be the same individual and, if it determines that it is no longer appropriate, will take the necessary steps to have a different individual appointed to each position.
B. Lead Independent Director: If the same individual is Chairman of the Board and Chief Executive Officer, the independent members of the Board will, after considering the recommendation of the Nominating and Corporate Governance Committee, annually elect an independent Director to serve in a lead capacity. Although elected annually, the Lead Independent Director is generally expected to serve for several years. The Lead Independent Director’s role and responsibilities are set forth in the Lead Independent Director Charter adopted by the Board. These include the following:
1. Liaises between the non-management Directors and the Chairman of the Board;
2. Participates in efforts to identify and recruit candidates for Board membership;
3. Approves agendas for Board meetings and ensures the agendas provide opportunities for the Board to provide input on the Company’s business strategy and management’s execution of that strategy;
4. Presides over meetings and executive sessions of the non-management and independent Directors;
5. Leads the Board’s annual evaluation of the Chief Executive Officer;
6. Participates in shareholder engagement as warranted and with input from executive management;
7. Advises management on and approves information sent to the Board and approves schedules for meetings of the Board;
8. Authorizes the retention of outside advisors and consultants who report directly to the Board; and
9. Schedules meetings of the independent Directors as appropriate.
C. Director Independence: At least a majority of the Directors shall be independent Directors. Independence of each Director will be determined by the Board in the exercise of its business judgment and considering the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”).
D. Management Directors: The number of management Directors should not exceed two (2). While not an absolute limitation, other than the Chief Executive Officer, who should always be a member of the Board, management Directors should be limited to those officers whose positions or potential make it appropriate for them to be a Board member. Management Directors shall retire from the Board at the time of their retirement from employment with the Company unless continued service as a Director is requested and approved by the Board.
E. Size of the Board: The Company’s By-laws provide that the number of Directors will not be less than eight (8) nor more than twenty (20).
F. Change in Director Principal Occupation: Should a Director’s principal occupation change, the Director shall submit a letter of resignation to the Chair of the Nominating and Corporate Governance Committee, which Committee shall consider and make a recommendation to the Board whether to accept or reject the resignation.
G. Process for the Selection of New Directors: The Board is responsible for filling Board vacancies that may occur between annual meetings of shareholders and for proposing new nominees for election by shareholders. The Board has delegated to the Nominating and Corporate Governance Committee the duty of selecting and recommending candidates to the Board for approval. The Nominating and Corporate Governance Committee will consider candidates for Board membership recommended by Board members, executive management, and shareholders. The Committee may also retain an independent executive search firm to identify candidates for consideration and to gather additional information about candidate’s background, experience, and reputation.
The Nominating and Corporate Governance Committee, in consultation with the Board, will determine the specific criteria for a new Director candidate. After the Nominating and Corporate Governance Committee identifies a candidate, the Committee will determine the appropriate method to evaluate the candidate. The preliminary determination regarding a candidate is based on the likelihood that the candidate will meet the Board membership criteria listed in Section H below. The Committee will determine, after discussion with the Chairman of the Board and other Board members, whether a candidate should continue to be considered. If a candidate warrants additional consideration, the Committee will interview the candidate. One or more members of the Committee and others, as appropriate, will perform candidate interviews. Once the evaluation and interviews are completed, the Committee will recommend to the Board whether the candidate should be appointed to the Board or proposed for election by shareholders and the Board will act on such recommendation.
A shareholder who wishes to recommend a candidate should notify the Company’s Corporate Secretary, as described in the Company’s annual proxy statement. The Company’s By-laws provide for proxy access for shareholder nominations of directors.
H. Board Membership Criteria: Directors and nominees should possess the following qualifications:
1. Personal characteristics:
a❩ High personal and professional ethics, integrity, and values;
b❩ An inquiring and independent mind; and
c❩ Practical wisdom and mature judgment.
2. Broad training and experience at the policy-making level in business, government, education, or technology.
3. Expertise that is useful to the Company and complementary to the background and experience of other Board members, so that an optimum balance of experience and expertise of members of the Board can be achieved and maintained.
4. Willingness to devote the required amount of time to carry out the duties and responsibilities of Board membership.
5. Commitment to serve on the Board for several years to develop knowledge about the Company’s business.
6. Willingness to represent the best interests of all Company shareholders and objectively evaluate management performance.
7. Involvement only in activities or interests that do not create a conflict with the Director’s responsibilities to the Company and its shareholders.
The Board will evaluate nominees annually for election and reelection, or as candidates to the Board are considered, to ensure they meet the above criteria. The findings of the reviews and assessments conducted in accordance with Sections I and J below will be taken into consideration by the Nominating and Corporate Governance Committee and the Board in connection with that evaluation.
I. Annual Performance Review: The Nominating and Corporate Governance Committee will conduct annual performance reviews of each non-management Director. The process will include a review of the non-management Director’s:
1. Attendance and participation;
2. Independence;
3. Expertise and experience;
4. Changes in principal occupation; and
5. Other contributions to the Board and its Committees.
The Nominating and Corporate Governance Committee will review each evaluation and, if appropriate, discuss the evaluation with the applicable non-management Director.
J. Annual Review of Board Composition; Board Assessment: The Nominating and Corporate Governance Committee will conduct an annual review of the overall composition of the Board to determine whether the current non-management Directors collectively represent an appropriate mix of experience, diversity, and expertise. Expertise will include consideration of the following, among other factors, significant experience in a leadership role in a public or private company, including C-suite experience, substantial experience with an oil and gas, energy, manufacturing, engineering, or technology company, or in matters relating to Health, Safety, and Environment or other governance experience. In addition, the non-management Directors will conduct an annual evaluation of the Board, including:
1. General makeup and composition of the Board;
2. Sufficiency of materials and information provided to the Board;
3. Board meeting mechanics and structure;
4. Board responsibilities and accountability; and
5. Board meeting content and conduct.
K. Service on Other Public Company Boards: The Chief Executive Officer will not serve on the boards of directors of more than two publicly traded companies in addition to the Company. The other Directors will not serve on the boards of directors of more than three publicly traded companies in addition to the Company; provided, however, that any other Director may serve on boards of directors of additional companies if that Director served on those boards of directors at the time the Director joined the Company’s Board and undertakes not to stand for reelection or appointment to the boards of directors of in excess of three publicly traded companies in addition to the Company. Directors shall consult with the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee before accepting an invitation or nomination to serve on the board of directors of another publicly traded company. In evaluating prospective nominees for the Board and the continued service of current Directors, the Nominating and Corporate Governance Committee will consider whether service on other boards of directors impairs a nominee or Director’s ability to serve effectively as a Company Director.
L. Diversity: The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members given the present needs of the Board and shall periodically review and update the criteria as appropriate. Experience, expertise, background, race, gender, age, and nationality will be reviewed for the Board as a whole, and diversity in these factors will be considered in evaluating Board candidates.
M. Director Tenure: The Nominating and Corporate Governance Committee, in consultation with the Chairman of the Board, will perform an annual review of each Director in making its recommendation to the Board concerning his or her nomination for election as a Director. There are no term limits on Directors’ service, other than mandatory retirement.
N. Non-Management Director Retirement: Each non-management Director shall retire from the Board immediately prior to the annual meeting of shareholders following his or her seventy-fifth (75th) birthday.
O. Form and Amount of Director Compensation: The Nominating and Corporate Governance Committee will annually review the competitiveness of the Company’s Director compensation practices. The Committee, with the assistance of executive management and an independent, external compensation consultant, will compare the Company’s practices with those of its comparator group, which includes both peer and general industry companies. The Committee will also consider external market survey data. Specific components reviewed include cash compensation, equity compensation, benefits, and perquisites. Changes in Director compensation, if any, shall be recommended by the Nominating and Corporate Governance Committee to the Board for its consideration and approval.
P. Annual Meeting Attendance: All Directors are expected to attend the annual meeting of shareholders and the Company’s annual proxy statement shall state the number of Directors who attended the prior year’s annual meeting.
A. Executive Sessions: During each regular Board meeting, the non-management Directors will meet in executive session presided over by the Lead Independent Director. If any non-management Director is not independent, the independent Directors will meet at least annually in executive session presided over by the Lead Independent Director.
B. Frequency of Board Meetings: The Board has five regularly scheduled meetings per year. The schedule for regular meetings will be approved in advance and maintained on a calendar. Special meetings are called as necessary. It is the responsibility of the Directors to attend the meetings.
C. Attendance of Non-Directors at Board Meetings: Directors have open access to the Company’s management. The Company’s executive management routinely attends Board and Committee meetings and they and other managers frequently brief the Board and the Committees. The Board encourages executive management to bring managers into Board or Committee meetings and other scheduled events who (i) can provide additional insight into matters being considered, or (ii) executive management believes should be given exposure to the Board.
D. Board Access to Management: Directors have open access to the Company's management. The Company's executive management routinely attends Board and Committee meetings and they and other managers frequently brief the Board and the Committees. The Board encourages executive management to bring managers into Board or Committee meetings and other scheduled events who (i) can provide additional insight into matters being considered, or (ii) executive management believes should be given exposure to the Board.
E. Board Access to Independent Advisors: The Board and the Committees of the Board have the authority to retain, set terms of engagement, and dismiss independent advisors, including legal counsel or other experts, and to approve the fees and expenses of the advisors.
F. Conflicts of Interest: It is the responsibility of each Director to comply with the Company’s Conflicts of Interest Policy. If an actual or potential conflict of interest involving the Director and the Company exists, the Director should report the matter promptly to the Chairman of the Board, the Chair of the Audit Committee, and the Chief Legal Officer for evaluation by the Board. Any significant conflict must be resolved or the Director should resign. If a Director has a conflict of interest or personal interest in a matter before the Board, the Director shall disclose the interest to the Board, recuse himself or herself from participation in the discussion, and not vote on the matter.
G. Business Strategy: The Company’s business strategy will be reviewed annually by the Board.
H. Agenda Items: The Chairman of the Board will prepare a draft agenda for each Board meeting and the agenda and meeting schedule will be submitted to the Lead Independent Director in advance of the meeting for comment. In advance of each Board or Committee meeting, the agenda will be distributed to each Director. Each Director may suggest items for inclusion on the agenda and raise at any Board or Committee meeting subjects that are not on the agenda.
I. Checklists: A checklist of matters requiring recurring attention by the Board and each Committee will be prepared and distributed prior to the beginning of each year to promote timely action on the matters after adequate consideration. The Board and Committees shall annually review the checklists and change or revise them as appropriate.
J. Advance Review of Meeting Materials: To the extent feasible or appropriate, information and data important to the Directors’ understanding of the matters to be considered at each Board or Committee meeting, including background summaries and presentations to be made at the meeting, will be distributed in advance of such meeting. The Lead Independent Director will advise management on and approve information to be distributed to the Directors. Directors will also routinely receive monthly financial statements, earnings reports, press releases, analyst reports, and other information designed to keep them informed of the material aspects of the Company’s business. It is each Director’s responsibility to review the meeting materials and other information provided by management.
K. Director Confidentiality: Information about the Company obtained by the Directors in their capacities as Directors (including information disclosed in connection with or at Board and Committee meetings, Board deliberations and discussion, and other Board communications or discussions), from whatever source, shall be kept confidential by each Director. Except as authorized by the Board or required by law, a Director shall not disclose any confidential information to any person or entity (including members of the media, shareholders, or any other third party) other than other Directors, executive management of the Company, and independent accountants, legal counsel, and financial and other advisors retained by the Company. No Director shall use confidential information for his or her personal benefit or to benefit persons or entities other than the Company and its shareholders.
A. Number and Types of Committees: A substantial portion of the analysis and work of the Board is done by standing Board Committees. A Director is expected to participate actively in the meetings of each Committee of which he or she is a member.
B. Standing Committees: The Board has established the following standing Committees: Audit, Compensation, Health, Safety and Environment, and Nominating and Corporate Governance. Each Committee’s charter shall be reviewed annually by the Committee and any revisions to a charter shall be proposed by the Committee for consideration by the Board. The Board may establish other committees from time to time as it sees fit.
C. Composition of Committees: Only non-management Directors may serve on Board Committees. Further, only independent Directors may serve on the Audit, the Compensation, the Nominating and Corporate Governance, and the Health, Safety and Environment Committees; provided that the Directors may appoint one non-independent Director as a member (but not the Chair) of the Health, Safety and Environment Committee. The composition of the Committees will be reviewed annually to ensure that each of its members meet the criteria set forth in applicable SEC, NYSE, Internal Revenue Service (“IRS”), and other applicable rules and regulations.
D. Committee Rotation: The Nominating and Corporate Governance Committee, in consultation with the Chairman of the Board, will recommend annually to the Board for its consideration and approval the membership of the various Committees and their Chairs. In making its recommendations to the Board, the Nominating and Corporate Governance Committee will consider the benefit of continuity, subject matter expertise, applicable SEC, NYSE, IRS, and other applicable rules and regulations, tenure, the preferences of individual Board members, and such other factors as the Committee may deem appropriate.
E. Frequency of Committee Meetings: Each Committee shall meet as frequently and for the length of time as such committee determines is appropriate to carry out its assigned duties and responsibilities. The schedule for regular meetings of each of the Committees will be approved in advance by the members of each Committee and maintained on a calendar. In addition, a quorum of members of a Committee may call a special meeting at any time.
F. Committee Agendas/Reports to the Board: Management will prepare draft agendas and related background information for each Committee meeting which, to the extent desired by the relevant Committee Chair, will be approved by the Committee Chair in advance of distribution to the other members of the Committee. Committee members may suggest items for inclusion on the agenda and raise at any Committee meeting subjects that are not on the agenda. Reports on each Committee meeting will be made to the Board. All Directors will be furnished copies of each Committee’s minutes.
A. Non-Management Director Orientation and Continuing Education: An orientation program is provided to new non-management Directors which includes comprehensive information about the Company’s business, general information about the Board and its Committees, including a summary of Director compensation and benefits, and a review of Director duties and responsibilities. Non-management Directors also receive education and training in areas of importance to the Company, including the Company’s business, heath, safety, environmental, social, and governance matters, compliance matters, information security and technology matters, including those pertaining to data privacy, cybersecurity and “AI”, and duties and responsibilities of directors.
B. Board Interaction with Institutional Investors and Other Stakeholders: Executive management is responsible for speaking for the Company. Individual Directors may, from time to time, meet or otherwise communicate with outside constituencies that are involved with the Company. In those instances, however, it is expected that Directors will do so only with the knowledge of executive management and, absent unusual circumstances, only at the request of executive management.
C. Shareholder Communications with Directors: To foster better communication with the Company’s shareholders, the Company established a process for shareholders to communicate with the Audit Committee and the Board. The process has been approved by both the Audit Committee and the Board, and meets the requirements of the NYSE and the SEC. The methods of communication with the Board include mail (Board of Directors c/o Code of Business Conduct, Halliburton Company, P.O. Box 2625, Houston, Texas 77252-2625), a dedicated telephone number (888-312-2692 or 770-613-6348), and an e-mail address (BoardofDirectors@halliburton.com). Information regarding these methods of communication is also on the Company’s website, www.halliburton.com, under “Corporate Governance.”
The Company’s Director of Business Conduct, a Company employee, will review all shareholder communications directed to the Audit Committee and the Board. The Chair of the Audit Committee will be promptly notified of any significant communication involving accounting, internal accounting controls, or auditing matters. The Lead Independent Director will be promptly notified of any other significant shareholder communications. Communications addressed to a named Director will be promptly sent to the Director. A report summarizing communications is provided to the Directors at each Board meeting and copies of communications will be available for review by any Director. Items that are unrelated to a director’s duties and responsibilities as a board member, such as junk mail, may be excluded from such report.
D. Core Values: The Board is committed to promoting the Company’s core values. The Board has adopted a Code of Business Conduct applicable to members of the Board and to the officers and employees of the Company.
E. Periodic Review of these Guidelines: The operation of the Board is a dynamic and evolving process. Accordingly, the Nominating and Corporate Governance Committee will review these Guidelines periodically and any recommended revisions will be submitted to the Board for consideration and approval.
Approved as revised:
Halliburton Company
Board of Directors
December 4, 2024
Supersedes previous version dated
December 6, 2023