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Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the
circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from shareholders.
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2. |
Please expand upon the role that your presiding director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your presiding director may:
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require board consideration of, and/or override your CEO on, any risk matters; or
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provide input on design of the board itself.
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3. |
Please expand upon how your board administers its risk oversight function. For example, please disclose:
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why your board elected to retain direct oversight responsibility for HSE performance, operational performance, strategic planning, ESG performance, sustainability and energy transition and cybersecurity,
rather than assign oversight to a board committee;
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the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed;
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whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment;
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how the board interacts with management to address existing risks and identify significant emerging risks;
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whether you have a Chief Compliance Officer and to whom this position reports; and
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how your risk oversight process aligns with your disclosure controls and procedures.
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