Sustainability Committee Charter

I. Purpose

The Committee assists the Board in overseeing health, safety, environment, climate, communities, human rights, security, cultural heritage, workforce sustainability, and related reporting and performance.

II. Composition

The Committee will consist of at least two directors when Board size permits. Members should collectively have relevant operational, HSE, environmental, community, technical, regulatory, or sustainability experience. The Board appoints and may remove members and the Chair.

III. Meetings and authority

The Committee will meet at least quarterly. A majority constitutes a quorum. It may access records, personnel, projects, and advisers; conduct site visits; investigate matters; and retain independent technical, legal, environmental, human-rights, or other experts at Company expense.

IV. Responsibilities

• Review HSE strategy, management systems, performance, serious incidents, investigations, corrective actions, and assurance.
• Review well-control, process-safety, asset-integrity, emergency, environmental, security, and business-continuity readiness.
• Oversee climate strategy, emissions data, methane and flaring performance, physical and transition risk, targets, and public claims.
• Review community engagement, Indigenous and landholder matters, cultural heritage, grievance trends, local content, social investment, security and human rights.
• Review biodiversity, water, waste, spills, remediation, closure, abandonment, and decommissioning obligations.
• Monitor legal and permit compliance, regulator interactions, material complaints, and emerging standards.
• Review sustainability-related reporting and recommend material policies and targets to the Board.
• Confirm management maintains country-specific legal registers and responsibility matrices for international operations.

V. Critical escalation

The Chair must be informed promptly of fatality, life-altering injury, loss of well control, major environmental event, material community or human-rights allegation, significant cultural-heritage impact, regulator enforcement, or credible evidence that public sustainability information is materially inaccurate.

VI. Reporting, evaluation, and training

The Chair reports to the Board. Minutes and action logs will be maintained. Members will receive continuing education appropriate to Company risk. The Committee will annually evaluate its performance and Charter.