Corporate Governance
Corporate Governance Report
Halliburton 2021 Annual & Sustainability Report Governance 16 G1 Corporate Governance The Board of Directors has adopted Corporate Governance Guidelines to define the governance structure for the Company’s business. The Board reviews these guidelines annually and revises when appropriate to lead our actions and business decisions for our shareholders’ benefit. 2021 HIGHLIGHTS Board Experience and Diversity Our Halliburton Board of Directors brings a diverse range of backgrounds and in-depth experience in publicly held and private businesses, start-up entrepreneurship, academia, science, government, and governance to the work of overseeing our Company’s long-term strategy. The Board includes current and former chief executive officers of public and private companies, executive board chairs, and a university president. Our Board members’ experience crosses multiple industries, including energy, finance, science, technology, legal, human resources, and HSE. BOARD OF DIRECTORS (1-Audit Committee, 2-Compensation Committee, 3-Health, Safety and Environment Committee, 4-Nominating and Corporate Governance Committee) Abdulaziz F. Al William E. M. Katherine Alan M. Milton (3,4) (2,3) (1,3) (1,4) (2,4) Khayyal Albrecht Banks Bennett Carroll Retired Senior Vice President President of Moncrief President of Texas Retired President and Chief Retired Executive Chairman of Industrial Relations of Energy, LLC A&M University Executive Officer of H&R of the Board of CenterPoint Saudi Aramco Block, Inc. Energy, Inc. Murry S. Robert A. Jeffrey A. Bhavesh V. (1,2) (2,4) (1,3) Gerber Malone Miller Patel Retired Executive Chairman of Executive Chairman, President Chairman of the Board, Chief Executive Officer of the Board of EQT Corporation and Chief Executive Officer of President and Chief Executive W.R. Grace First Sonora Bancshares, Inc. Officer of Halliburton Earl M. Tobi M. Patricia Cummings* Edwards Young* (2,4) Hemingway Hall** Managing Partner of MCM Senior Vice President, Global Retired President and Chief Houston Properties, LLC and Privacy, Government Affairs, Executive Officer of Health Chief Executive Officer of and Chief Regulatory Care Service Corporation BTS Team, Inc. Attorney of Cognizant Technology Solutions * Directors added to our Board on February 23, 2022, and will be appointed to Committees of the Board on May 18, 2022. ** Patricia Hemingway Hall has decided not to stand for re-election to the Board, due solely to a personal decision related to health and travel issues associated with the continuing COVID-19 pandemic, and endemic, and will continue as a Director until her term ends on May 18, 2022.
Halliburton 2021 Annual & Sustainability Report Governance 17 Board Experience and Diversity ESG Oversight Enhancements (continued) Based on our commitment to provide thorough oversight of ESG risks, opportunities, and strategy, the Halliburton Board The Halliburton Board evaluates representative diversity of Directors conducted a detailed analysis of our Board when we consider the overall composition of our Board structure in 2021. We performed an extensive review of and its committees. This means we consider our key other Board structures and consulted with our shareholders stakeholders such as our customers and suppliers, but and leading experts. The analysis found that our Board also — importantly — our own workforce, which we believe structure and oversight provide a leading model for good to be one of the most diverse in the world, as it represents governance. Through the review, we also identified an more than 70 countries and 130 nationalities. Following the opportunity for Halliburton to dedicate a committee to addition of new board members in February 2022, more oversee ESG and elevated the Nominating and Corporate than half of our 12 directors are women or represent racial/ Governance Committee for oversight of these issues. ethnic minorities. Although the Nominating and Corporate Governance Committee oversees ESG, each committee is responsible Halliburton announced the addition of Tobi Young for different aspects of ESG, as outlined in each respective and Earl Cummings to our Board of Directors. charter. The Board sharpened its overall ESG oversight of They bring a wealth of experience that includes the Company by focusing more time on these matters in leading roles in the private and public sector, both committee and full Board meetings, as well as in our entrepreneurship, technology, and governance. engagements with Halliburton’s shareholders. By engaging In addition, their wide-ranging roles and experience regularly with shareholders and other outside experts to bring important perspective to our Board. discuss sustainability topics, the Board can more effectively prioritize relevant ESG issues within our overall corporate strategy. During outreach, our shareholders endorsed this oversight structure and other governance enhancements. Below are the primary oversight responsibilities of our Board’s committees, with newly expanded or clarified responsibilities bolded: Board of Directors Nominating and Audit Health, Safety Compensation Corporate Governance Committee and Environment Committee Committee Committee • Overall oversight of ESG • Oversight and evaluation • Oversight of health, • Oversight of • Corporate Governance of the principal safety, environmental, and overall executive Guidelines independent public sustainable development compensation program accountants • HSE legal compliance • Monitoring the • Director self-evaluation • Internal Assurance effectiveness of our process and performance Services and the Ethics • HSE risk-management compensation program reviews and Compliance group processes in attracting, retaining, • Proposing candidates for • Reviewing our financial • The Company’s and motivating Section the Board statements and our environmental impact, 16 officers • Monitoring the Board’s mix accounting systems and including climate issues • Incorporating ESG into of skills, characteristics, controls pay and incentive plans experience, and expertise • Enterprise risk, including • Director compensation information security • Management succession and cybersecurity* planning • Control structure for • Political and lobbying externally reported spending non-financial metrics * The Board also enhanced its oversight of cybersecurity to include a quarterly update to the full Board of Directors.
Halliburton 2021 Annual & Sustainability Report Governance 18 Energy Demand and Climate Initiatives This year demonstrated that demand for oil and gas will remain steady into the future while the transition to using alternative energy sources takes place in parallel. Halliburton and our customers play an active role in the transition to a lower-carbon future. In 2021, under the guidance of our Board of Directors, we continued our steady march forward in meeting the goals to reduce Scope 1 and 2 emissions by 40% by 2035 from our baseline year of 2018. We quantified and executed on opportunities to reduce emissions, and we are on track to meet our reduction targets. We also completed our climate risk scenario analysis, aligned with the Task Force on Climate-Related Financial Disclosure (TCFD), which we discuss in more detail in Chapter E1 on Climate Change and Emissions Reduction in this report. To learn more about our sustainable technologies and the clean energy innovations that are underway at Halliburton Labs, please visit Chapter E3 on Sustainable Energy Evolution in this report. For more information on our approach to climate change and our emissions reduction targets, please visit our Climate Change Statement on our website. Executive Compensation We integrate our executive compensation programs within our overall business strategy and management processes to incentivize performance, maximize returns, and build shareholder value. The majority of our total compensation is performance based, at risk, and long term. We combine financial and strategic metrics in our annual incentive plan, and we include relative performance measures in our long-term incentive plan. As a result of our Listen and Respond shareholder outreach effort, and with the endorsement of our shareholders, we amended our annual incentive plan For more detailed background information about to include ESG-related metrics focused on greenhouse the Corporate Governance and our Board of gas (GHG) emissions and DE&I — two of our main areas Directors, including committee structure, roles and responsibilities, and individual member qualifications, of focus. ESG-related metrics will comprise 20% of the please visit the Halliburton website or view our 2022 total award, with achievement of specific financial goals Proxy Statement. comprising 80% of the total award. These changes are effective January 1, 2022.