Statement of Purpose
The Sustainability Committee (the “Committee”) of the Board of Directors of Whiting Petroleum Corporation (the “Company”) assists the Board in fulfilling its oversight responsibilities relating to the company’s programs, policies and practices relating to environmental, safety, sustainability and social responsibility issues and impacts (“ESG”), and such other duties as directed by the Board of Directors.
Committee Membership and Qualifications
The Committee shall consist of at least three members of the Board of Directors, each of whom shall meet the independence requirements of the New York Stock Exchange, Inc.
Appointment and Removal of Committee Members
The members of the Committee shall be appointed by the Board of Directors annually or as necessary to fill vacancies upon the recommendation of the Company’s Nominating and Governance Committee. Each member shall serve until his or her successor is duly elected and qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
The Chairperson of the Committee shall be appointed by the Board of Directors upon recommendation of the Nominating and Governance Committee in consultation with the Chairman of the Board of Directors. The Chairperson will chair all regular sessions of the Committee and, in consultation with the Chairman of the Board of Directors, set the agenda for Committee meetings.
The Committee shall meet at least two times annually or more frequently as circumstances dictate. Any member of the Committee may call meetings of the Committee.
The Committee shall meet regularly in executive session, without Company management present. The Committee may invite to its meetings any officer, employee or director of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.
Responsibilities and Duties
In furtherance of its purpose, the Committee shall have the following responsibilities and duties:
- Monitor and evaluate the Company’s programs, policies and practices relating to ESG.
- Consider whether the ESG programs, policies and practices are effectively implemented, comply with applicable legislation and conform with industry standards.
- Monitor ESG performance, including the development of metrics and procedures to gauge progress toward achievement of the Company’s ESG goals
- Monitor the Company’s sustainability communication plans and any reports issued by the Company in connection with its sustainability initiatives.
- Advise and make recommendations to the Board as appropriate on matters relating to ESG.
- Perform other activities consistent with this charter that may be delegated to the Committee by the Board from time to time.
Studies, Investigations and Advisors
The Committee shall have the power and authority to conduct or authorize studies and investigations into any matter of interest or concern within the scope of its responsibilities that the Committee deems appropriate, and shall have the authority to retain consultants or other experts to assist in the conduct of any such study or investigation, including the authority to approve fees payable to such experts and any other terms of retention.
Annual Performance Evaluation
The Board of Directors shall perform a review and evaluation, at least annually, of the performance of the Committee, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or appropriate.