Governance and Oversight

Board Oversight of Climate and Other Risks

There are two Board committees responsible for oversight of sustainability issues and climate-related risks and opportunities.

The Sustainability Committee oversees sustainability risks and opportunities, including climate-change related matters, as well as the sustainability report and other sustainability-related disclosures, sustainabilityrelated strategy, policies and practices, health, safety and environmental protection policies and related risks, human and workplace rights and policies, including diversity and inclusion policies and human capital management.

The Nominating and Corporate Governance Committee of the Board maintains oversight of governancerelated sustainability issues. All of the members of both committees are independent directors. The Sustainability Committee Chair communicates regularly with management regarding our sustainability progress and performance, including quarterly updates on assessments of our sustainability performance. In addition, the full Board communicates regularly with management as part of its oversight of risk management for the Company, including the oversight of material risks, including transition risks relating to climate change and sustainability performance.

Examples of climate-related risks that management discusses with the Board include, among other things, evolving market demand for lower-emission services and technology, capital investment decisions relating to the development of lower-emissions technology and the purchase of lower-emissions equipment, strategic decisions relating to climate risk, including current and forecasted macroeconomic responses to climate change risk, investor feedback on climate risks and our sustainability practices, and policy and regulatory developments related to climate change.

These types of risks are discussed by the Board and management at the regular quarterly Board meetings, and also between regular meetings outside of the formal Board meeting context.

The Board also reviews communications from, and engages with, shareholders and other stakeholders in response to their climate-related and other inquiries. Directors keep up to date on the latest trends and information relating to climate-related risks, including through continuing director education courses. The Board routinely addresses matters relating to corporate responsibility, governance and sustainability at Board and committee meetings.

Reporting Structure For Climate Related Risks

The Compensation Committee considers sustainability-related matters in determining executive compensation. Since 2017, a percentage of the payout under our executives’ cash incentive plan has been linked to the Company’s performance against targets on a Health, Safety and Environment key performance indicator (KPI). This Health, Safety and Environment KPI includes, among other things, targets for safety and environmental performance, as the Compensation Committee views these topics as crucial to the well-being of the Company’s employees and to the Company’s risk management. The 2024 Health, Safety and Environment KPI included metrics related to safety incident rates, environmental incidents, audits and training.