CONOCOPHILLIPS

The proposal requests that the Board adopt a formal policy (and amend governing documents if necessary) to ensure the offices of Chairman of the Board and Chief Executive Officer are held by two different individuals, and that the Chair be an independent director whenever possible. It further specifies that the Chair should not be a former CEO and permits the Board to appoint a temporary non-independent Chair while searching for an independent Chair. The proponent argues separation will strengthen board oversight and reduce potential conflicts, citing industry surveys and proxy-advisor guidance supporting independent chairs. Notable requirements include a ban on selecting a former CEO as Chair and alignment of the policy with applicable law and existing contracts.