2003 Committee Charter : MRO

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MARATHON OIL CORPORATION
Committee on Financial Policy Charter
(Effective January 1, 2003)
Statement of Purpose
The Committee on Financial Policy is a standing committee of the Board of Directors.
The purpose of the Committee is to discharge the Board's responsibility with respect to
oversight of the appropriate capital structure and financial policies of the Company.
Authority
The Committee shall have the authority and responsibility to engage and terminate any
outside consultant to assist in discharging its responsibilities hereunder. The Committee
shall have full access to any relevant records of the Company and may also request that
any officer or other employee of the Company, including the Company's outside counsel
or any other person meet with any members of, or consultants to, the Committee.
Membership
This Committee shall be comprised of not less than three nor more than ten members.
Each member shall (i) be a member of the Board of Directors, and (ii) be independent
and qualified under standards established by applicable law and stock exchange listing
standards. Except in any such member's capacity as a member of the Committee on
Financial Policy, the Board of Directors, or any other board committee, no member shall
accept any consulting, advisory, or other compensatory fee from the Company, or be an
affiliated person of the Company or any subsidiary thereof.
Meetings
The Committee on Financial Policy will meet at least four times each year, with authority
to convene additional meetings as circumstances require. All Committee members are
expected to attend each meeting, in person or via teleconference. Meeting agendas will
be prepared and provided in advance to members, along with appropriate briefing
materials. Minutes of each meeting will be prepared. If requested by any member of the
Committee, time shall be allotted for an executive session of Committee members only
and any executives or outside advisors they might want to invite.
Quorum
A majority of the total number of Committee members then in office shall constitute a
quorum for the transaction of business at any meeting. All matters shall be decided by
the affirmative vote of a majority of members present in person or by proxy at a meeting
duly called and held.
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Responsibilities
The following shall be the principal responsibilities of the Committee on Financial Policy:
1. Capital Structure and Financial Policies. The Committee shall provide oversight
with respect to the appropriate capital structure and financial policies of the
Company.
2. Recommendations on Dividends. The Committee shall make recommendations
to the Board concerning dividends.
3. Report on Financial Covenant Compliance. The Committee shall periodically
review and report to the Board concerning the Company's compliance with
financial covenants and other terms of loans and other agreements.
4. Approve and Recommend Financings. Within the authority levels established by
the Board, the Committee shall approve financings by the Company (except
financings which involve the issuance of common stock), including the
recommendation of action to subsidiaries, partnerships and joint ventures.
5. Loans, Guarantees and Other Uses of Credit. Within the authority levels
established by the Board, the Committee shall authorize loans to outside entities,
guarantees by the Company of the credit of others, and other uses of the
Company's credit.
6. Pension and Post-Employment Benefits. The Committee shall approve the
Company's funding policy for its pension and other post-employment benefit
plans.
7. Review of Investment Manager and/or Trustee of Employee Benefit Plans. The
Committee shall review the performance of the investment manager and/or
trustee of the Company's employee benefit plans.
8. Recommendations on Financial Matters. The Committee shall receive reports
and make recommendations to the Board on various financial matters.
9. Review of Investment Community Communications. The Committee shall review
communications to and from the investment community, particularly the
Company's shareholders.
10. Committee Performance Evaluation. The Committee shall evaluate its
performance on an annual basis and develop criteria for such evaluation
consistent with the responsibilities set forth in this charter.
11. Delegation. The Committee may delegate any of its responsibilities to a
subcommittee comprised of one or more members of the Committee.
12. Other Delegated Responsibilities. The Committee shall also carry out such other
duties that may be delegated to it by the Board of Directors from time to time.
13. Review of Charter. The Committee shall reassess and report to the Board on the
adequacy of this charter on an annual basis.