The purposes of the Audit Committee are to assist the board of directors with the oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications, independence, and performance, including having sole authority for appointment, compensation, oversight, evaluation, and termination, (iv) the performance of the Company’s internal audit function and independent auditors, and (v) the accounting and financial reporting processes of the Company and audits of the Company’s financial statements. The Committee shall also prepare any and all reports required to be prepared and/or disclosed by the Committee pursuant to the rules of the Securities and Exchange Commission, the listing standards of any exchange upon which the Company’s securities are listed for trading, or any other applicable laws or regulations.
The Corporate Responsibility, Governance, and Nominating Committee shall provide assistance to the board of directors of APA Corporation in fulfilling its responsibilities by identifying individuals qualified to become directors and recommending to the board of directors candidates for all directorships to be filled by the board of directors or by the stockholders of the Company. The Committee shall also assist the board of directors in identifying directors qualified to serve on the committees established by the board of directors and recommending to the board of directors members for each committee to be filled by the board of directors. The Committee will also take a leadership role in shaping the corporate governance of the Company, including by developing and recommending to the board of directors a set of corporate governance principles applicable to the Company, covering matters such as (i) board organization, membership, and function, (ii) committee structure and membership, and (iii) a code of business conduct dealing with such matters as the ethical conduct of the Company’s business and the prohibition of conflicts of interest for directors, officers, and employees.
The principal purposes of the Management Development and Compensation Committee of APA Corporation are (i) to assist the board of directors in the discharge of its responsibilities relating to compensation of the Company’s executives, employees, and non-employee directors; (ii) to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission; and (iii) to review human capital matters including executive succession planning and management development.