Governance
Halliburton 2021 Annual & Sustainability Report Governance 15 Governance G1 Corporate Governance We know that good corporate governance G2 advances trust among our shareholders, customers, and employees. It builds Enterprise Risk Management transparency in our Company, and shapes how we conduct business in an ethical G3 manner. Under our Board of Directors’ Ethics and Compliance leadership, we have established governance structures, policies, and practices that foster G4 accountability, reduce risk, and push us to achieve the highest standards. Each year, Anti-Bribery, Anti-Corruption, and we identify opportunities to improve our Fair Competition performance and further strengthen our corporate governance. G5 Supply Chain Governance G6 Public Policy
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.
Halliburton 2021 Annual & Sustainability Report Governance 19 G2 Enterprise Risk Management Halliburton takes a consistent, systematic, Our Risk Management and integrated approach to our Enterprise Risk Sustainability Commitments Management (ERM) program, which our Board • Streamline risk categories, risk identification, and of Directors oversees. Designed to identify, risk management to ensure best alignment with mitigate, and manage enterprise-level risks Halliburton strategy and place a critical focus on to our organization, our ERM assessment what matters most. process includes a review of items that may • Enhance cross-functional visibility to and collaboration among key stakeholders throughout impact company strategy, business continuity, the organization to ensure consistency, uniformity, and crisis management — among other and a strategic approach to risk assessment, strategic risks to the Company. identification, and mitigation. 2021 HIGHLIGHTS Enhancements to Risk Controls Global IT Infrastructure Through our risk assessment process, we continually review Halliburton is on a strong path to advance our digital our risks to ensure that the Company focuses on those with capabilities — doing so will allow us to reduce capital the greatest potential impact to our organization. We embed expenditures, enhance security, speed delivery, and any identified risks into our strategic planning for the improve service quality (SQ). A shift is underway to years ahead. transfer applications and data from our physical data centers into a cloud-based digital platform while retaining In 2021, as part of the risk identification phase of our a smaller number of network hubs that ensure secure assessment, our ERM group surveyed a broad group of access to cloud resources. When we complete this more than 190 leaders representing different parts of the initiative, our physical footprint contained within these Company around the world and interviewed 29 senior- network hubs will decrease by 77% from 2020. Last year, level, strategic leaders. We reported the findings to the our team transferred significant amounts of our computer Board of Directors’ Audit Committee, as well as to leaders and storage workload to the cloud and are on target who manage a part of the organization with an to complete all scheduled moves by the third quarter identified risk. of 2022.
Halliburton 2021 Annual & Sustainability Report Governance 20 Cybersecurity Halliburton subscribes to best-practice design philosophies for IT systems that include “zero trust,” which The frequency and sophistication of global attacks on uses techniques such as: corporate IT systems containing sensitive information • Multi-factor authentication to verify the credentials of have increased. Halliburton takes each threat seriously users’ identities and devices and dedicates significant resources to protect our IT systems and data, in alignment with industry security • “Defense in depth,” which puts in place multiple layers standards, such as the International Organization for of protection Standardization (ISO) 27001 and the National Institute of • “Least privilege,” which limits the content that individual Standards and Technology (NIST) 800-53. In response, users can access our Board of Directors now receives quarterly updates on cybersecurity matters, and our Audit Committee receives Our cybersecurity team includes thought leaders an annual, in-depth review. who expand knowledge of their expertise. Team members contributed to the following publications for The Landmark iEnergy® platform completed a System the World Economic Forum Cyber Resilience in Oil and and Organization Controls (SOC 2) Type 1 audit for security Gas community: and availability. An SOC 2 Type 1 audit evaluates and • Cyber Resilience in the Oil and Gas Industry: Playbook certifies design effectiveness of IT system controls. for Boards and Corporate Officers The platform is currently undergoing an SOC 2 Type 2 audit, which certifies that controls are in place and • Advancing Supply Chain Security in Oil and Gas: An working as designed. Industry Analysis Through the pandemic, as employees work remotely and access our Company systems, stringent security measures are vital to protect our computing assets, Halliburton employees share their networks, data, and users. A key initiative to further knowledge and contribute to many strengthen our security posture and improve user experience and productivity is upgrading our Enterprise industry organizations. In 2021, Identity and Access Management solution. our Chief Information Security In addition to our own asset protection, we work with Officer served as board member our customers to provide assurance of adequate and treasurer for the Oil and operational technology (OT) security by participating in International Electrotechnical Commission (IEC) Natural Gas Information Sharing 62443-based assessments. and Analysis Center (ONG-ISAC), an organization that shares intelligence Physical Security on cybersecurity incidents, threats, Workplace Violence Prevention vulnerabilities, and best practices to improve security measures within Our employees’ safety is paramount at Halliburton, and the maintenance of a secure and safe workplace is one companies throughout our industry. of our key priorities. Fundamental to our workplace safety is commitment to our Code of Business Conduct (COBC) and established security controls. Additionally, we regularly communicate with employees and managers on how to recognize, report, and manage threats of violence. In 2021, our Corporate Security team developed and delivered targeted training modules for key staff members to enhance our ability to respond to threats of violence. We recognize that early identification and pragmatic management of these incidents are crucial factors to reduce and mitigate the risk of violence occurring in the workplace.
Halliburton 2021 Annual & Sustainability Report Governance 21 G3 Ethics and Compliance Respect and integrity serve as the foundation Our Ethics and Compliance of our brand and underpin everything that we Sustainability Commitment do. To maintain these core values, Halliburton Conduct business with integrity, choosing the ethical has a longstanding ethics and compliance course of action when confronted with challenging program administered by our Global Ethics circumstances, promoting a speak-up culture free of and Compliance group under the leadership retaliation, and treating our employees and stakeholders honestly and fairly. of the Chief Ethics and Compliance Officer and, ultimately, the Audit Committee. This program includes our COBC, Ethics Helpline, and whistleblower protections. To learn more about these programs please visit the Halliburton website. The full text of our COBC, which is available in 13 languages, can be accessed on the COBC page on our website. Number of Local Ethics Officers in 2021: 2021 HIGHLIGHTS 55 Ethics and Compliance Training COBC Training Halliburton requires all employees and contractors with Participants* access to our systems to complete in-person or online COBC training every two years. We rely on our Local 2019 43,792 Ethics Officers (LEOs) to supplement this education by maintaining awareness of ethics and compliance issues 2020 45,989 on an ongoing basis and serving as a resource for our 2021 50,634 employees and contractors. We have 55 LEOs in 40 countries who model ethical behavior, answer questions, * Participants include employees, contractors, and consultants who provide guidance, take reports of suspected misconduct, took the training during 2021. and deliver quarterly Ethics Moments and biweekly Ethics Topics. In 2021, LEOs conducted 2,699 presentations. Enhanced Procurement Fraud Training in Countries This year, Halliburton provided relevant, timely, and Designated as High-Risk for Procurement Fraud targeted virtual ethics and compliance training to Participants employees around the globe — and our LEOs played a critical part in this accomplishment. 2019 1,433 2020 1,637 2021 1,703
Halliburton 2021 Annual & Sustainability Report Governance 22 G4 Anti-Bribery, Anti-Corruption, and Fair Competition Our anti-bribery, anti-corruption, and fair competition policies and procedures apply to all employees, contractors, suppliers, agents, consultants, and others acting on our behalf. To read about these policies and practices in greater detail, please visit the Halliburton website. We included our commitment to these principles in our COBC, which can be found on the COBC page of our website. 2021 HIGHLIGHTS Anti-Corruption Training Participants Our Requirements At Halliburton, we expect our employees to conduct 2019 9,187 business in a manner that aligns with our core values and in compliance with laws that include the U.S. Foreign Corrupt 2020 17,409 Practices Act (FCPA), the UK Bribery Act 2010, and similar applicable laws around the world. Additionally, we expect our people to compete fairly and to win business in a legal 2021 18,170 and ethical manner, which includes refraining from making unfair or disparaging comments about our competitors and their offerings. Employee Training All employees with relevant job functions and those management and due diligence and provides guidance on working in high-risk countries complete anti-bribery and ethical conduct when providing business hospitality and anti-corruption training. This training emphasizes charitable contributions. In 2021, because of the ongoing Halliburton’s core commitment to conducting business COVID-19 pandemic, the Global Ethics and Compliance the REDWay (Responsibly, Ethically, and Diligently) in all group conducted virtual training sessions to supplement that we do. It highlights international business relationship our web-based anti-corruption training courses.
Halliburton 2021 Annual & Sustainability Report Governance 23 G5 Supply Chain Governance Our supply chain mission is to work with Our Supplier Conduct and suppliers who share our commitment to integrity Responsible Procurement and ethical business practices. We use set Sustainability Commitment structures to screen suppliers, measure their compliance within our supply chain, and ensure Cultivate a sustainable supply chain through the continuous improvement of internal processes, by they align with our mission. To learn about our performing proactive risk assessments and by working Supplier Management System, along with our collaboratively with our diverse mix of global and policies for local supplier procurement, conflict local suppliers. minerals, prevention of modern slavery and human trafficking, and our expectations for suppliers related to compliance and training, please visit the Supplier Relations section of our website. 2021 HIGHLIGHTS Human Rights as an Essential assess inherent risk in our supply chain based on country, Component of Supplier Qualification category, and spend classification, which helps prioritize areas for detailed follow-up. Halliburton recognizes the importance of performing due diligence on suppliers with respect to slavery and human Internal Training trafficking. We require suppliers to contractually commit to protect and uphold the fundamental human rights of Halliburton uses trainings from many professional training their employees as stated in the United Nations Universal bodies focused on supply chain and procurement, Declaration of Human Rights. We also comply with the including the Chartered Institute of Procurement and UK Modern Slavery Act of 2015 and the Australia Modern Supply (CIPS), the world’s largest professional body Slavery Act of 2018. (To learn more about our compliance serving procurement and supply organizations with more with Australia’s Modern Slavery Act, please visit Chapter than 200,000 procurement and supply chain professionals S6 on Human Rights in this report.) in more than 150 countries. CIPS conducts training on such issues as ethics, compliance, conflict minerals, and human In 2021, Halliburton implemented our new digital rights awareness. supplier management system, which includes the Supplier Lifecycle Performance (SLP) and Supplier Another training Halliburton takes part in is a new course Performance Management (SPM) modules. SLP covers for suppliers and contractors that focuses on labor all elements of supplier request, onboarding, and rights and identification of worker exploitation. The qualification. SPM provides a robust tool to monitor training, developed in collaboration with the International and manage supplier performance. Petroleum Industry Environmental Conservation Association (IPIECA), includes 12 interactive modules We also developed and built new comprehensive human covering topics such as fair recruitment, discrimination, rights assessments into supplier qualification in SLP working hours, worker accommodation, worker grievance and performance assessments in SPM. Additionally, mechanisms, and forced labor. Halliburton uses an internal human rights dashboard to
Halliburton 2021 Annual & Sustainability Report Governance 24 Local Content • Create a supply chain culture based on our continuous commitment to improvement. Strong, established relationships with local suppliers • Deliver supplier workshops, meetings, and visits. provide Halliburton with strategic and competitive advantages for our operations while expanding the Partnerships capacity and competency of national and local suppliers, • Develop long-term relationships with suppliers to create stimulating local economies, and promoting positive labor positive environments for local supplier development. practices. We work with governments and customers around the world in a legal and ethical manner to meet • Increase value for both suppliers and Halliburton local content targets, and we have achieved a high rate in terms of relationships, communication, cost, of spend with suppliers based in the regions in which our and SQ. operational activities take place. Additionally, Halliburton works with IPIECA and our Commitment to Local Communities in 2021: industry counterparts to standardize the measurement and reporting of local content globally for the oil and gas industry. An example of our activities is Australia, where we are a member of Supply Nation, an organization that helps companies allocate spend to the underused indigenous business sector through their database of indigenous 86% suppliers. Supply Nation also offers training to help companies develop their procurement policies on this Percentage of Spend with Local Suppliers initiative. Our 2021 activities with Supply Nation include: • Attending a training called First Step, which provides an overview on the relevance of allocating indigenous spend and discusses ways in which procurement organizations can increase indigenous spend. • Reporting our annual indigenous spend, which provides Supply Nation with insights to pursue ongoing advancements in the indigenous business sector. We also attended an event in the Australian Northern Territory (NT) held by the Energy Club NT to meet local The three elements of our local content strategy are: vendors, including indigenous vendors, and to explore processes, practices, and partnerships. opportunities for localizing spend. One of our customers, INPEX, sponsors this event, which enjoys participation Processes by various companies in the industry. • Provide opportunities, contracts, and feedback to local suppliers. Conflict Minerals • Implement a functional mailbox that is always accessible to enable new suppliers to contact As a member of the Responsible Minerals Initiative and and present their capabilities to the local in compliance with the U.S. Dodd-Frank Act, Halliburton procurement team. seeks to ensure that our suppliers source minerals in an ethical manner. In 2021, we identified 3,557 suppliers • Visit vendor facilities every month to meet new as subject to the Dodd-Frank Act and contacted them suppliers and develop relationships with as part of our Conflict Minerals campaign. We terminate existing suppliers. relationships with any suppliers who do not cooperate with Dodd-Frank compliance requirements. Practices • Clearly define Halliburton expectations and requirements for HSE and SQ.
Halliburton 2021 Annual & Sustainability Report Governance 25 G6 Public Policy Because the regulatory environment for the global energy industry is complex and constantly evolving, Halliburton stays engaged on public policy issues that affect our Company, operations, and workforce. To read more about our policies regarding political activities and engagement, as well as the multi-candidate, non-partisan Halliburton Company Political Action Committee (HALPAC), please visit the Public Policy section of our website. 2021 HIGHLIGHTS Greater Transparency In 2021, Halliburton published a comprehensive report (Halliburton Policies for Political Engagement) on our annual political activity. Notable highlights from this report include: • Zero corporate contributions made directly to political parties or candidates • Zero corporate contributions used to In 2021, Halliburton scored an support ballot measures • Prohibitions against using corporate funds to contribute 80% to 527 and 501(c)(4) organizations • Board oversight of the Company’s strategy on CPA-Zicklin Index for political engagement This index scores S&P 500 corporations on the transparency For our efforts, in 2021 Halliburton scored an 80% on and accountability demonstrated within their political engagement policies. the CPA-Zicklin Index. Developed by the Wharton School of Business, Zicklin Center for Business Ethics Research, this index scores corporations on the transparency and accountability demonstrated within Halliburton is within the their political engagement policies. The index uses 24 TOP scoring elements focused on political contributions, trade associations, and political action committee (PAC) activities to calculate a raw score. Halliburton’s 20% raw score of 56 points places us within the top 20% of all companies. of all companies scored