Marathon Oil Corporation - US Securities and Exchange Commission

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U.S. Securities and Exchange Commission Division of Corporation Finance December 14,2012 Page4 respecting the human, cultural and legal rights of individuals and communities, and (c) endorsing the goals and principles ofthe United Nations Universal Declaration ofHuman Rights." See the Policy attached hereto as "Exhibit D" (emphasis added). As further provided in the Policy under the Policy Review Section, the Policy is required to be reviewed at least once every five years. See Policy at 2. In its CSR Report, Marathon further provides the following statement on human rights: Marathon Oil strives to conduct our operations safely and responsibly, and to respect the human, cultural and legal rights of individuals and communities where we operate. We respect human rights within our workforce, across our value chain and throughout our business relationships. This commitment stems from the United Nations (U .N.) Universal Declaration of Human Rights and the International Labor Organization's (ILO) Declaration on Fundamental Principles and Rights at Work .... We have been an active participant in the Voluntary Principles on Security and Human Rights (VPs) since 2005, and have developed specific implementation guidelines that address human rights risk assessments, interaction with public and private security, and contract language. Classroom training is mandatory for Marathon Oil managers, security personnel and relevant contractor supervisors in applicable locations. In 2011, Marathon Oil provided human rights training for 203 participants in the Iraqi Kurdistan Region and 125 participants in Equatorial Guinea. See the CSR Report at 14-15 (emphasis added). Further, Marathon promotes fundamental human and worker rights in accmdance with the United Nations Universal Declaration of Human Rights ("UDHR"). Its commitment to the UDHR is underscored through the participation in the Voluntary Principles on Security and Human Rights ("Voluntary Principles" ). This international initiative guides extractive companies in maintaining the safety and security of their operations globally within a framework that ensures respect for human rights and fundamental freedoms. Marathon's strong values and social responsibility principles make the Voluntary Principles on Security and Human Rights a natural set of guidelines to adhere to in order to further its values of being a strong corporate citizen. Marathon also provides training on human rights and the Voluntary Principles to employees, especially key supervisory and security staff working designated international assignments. The training focuses on human rights principles, as well as the Company's human rights commitments through relationships with different stakeholders, such as employees, partners, contractors, host governments and communities. Training is delivered in specific areas, including new entry operations, as part of its standard due diligence procedures in new countries of operation.
U.S. Securities and Exchange Commission Division ofCorporation Finance December 14,2012 Page5 Therefore, the policies, practices and procedures adopted by Marathon compare favorably with the guidelines of the Stockholder Proposal. As evidenced by the Company's public disclosures and its long-standing policies and practices, human rights are a vital part of the core principles through which the Company "Lives [Its] Values." Accordingly, it is our opinion that, consistent with the precedents referenced above, the Stockholder Proposal has been substantially implemented by the Company and is, therefore, excludable under Rule 14a-8(i)(l 0). VI. Conclusion As is demonstrated by the foregoing discussion, Marathon believes the Stockholder Proposal is excludable under Rule 14a-8(i)(l 0). Based on the foregoing, Marathon respectfully requests the Division's staff confirm that it will not recommend any enforcement action if Marathon excludes the Stockholder Proposal from its 2013 Proxy Materials. In accordance with Rule 14a-8G) and Staff Legal Bulletin No. 14D, Shareholder Proposals (Nov. 7, 2008), question C, we are submitting _ tl1is l!;!_tter to the Commission vi~ _em~! to shareholderproposals@sec.gov. A copy of this letter, together with enclosures, is also being emailed and mailed on this date to the Proponent in accordance with Rule 14a-8(j), thereby providing notice of Marathon ' s intention to omit the Stockholder Proposal from its 2013 Proxy Materials. Pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days prior to the date Marathon intends to file its definitive 2013 Proxy Materials. Please acknowledge receipt ofthe materials via return email to me at rjkolencik@marathonoil.com. If the Commission's staff disagrees with any of the conclusions or positions taken herein, such that it will not be able to take the no-action position requested, Marathon would appreciate the opportunity to confer with the Commission's stati prior to the issuance of a negative response. If you have any questions, please feel free to call me at 713-296-2535. ~.rlu Richard J. Kolencik Assistant General Counsel, Corporate and Finance Attachments cc : S. J. Kerrigan (w/out attachments) S. A. Mazzu, III (w/out attachments) Harry Van Buren, Staff Consultant to the Episcopal Church's Committee on Corporate Social Responsibility (w/attachments- via email and regular U.S. mail) Margareth Crosnier de Bellaistre (w/attachments - via regular U.S. mail)
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Page 57: MARATHON OIL COMPANY MOC 701 POLICY

Marathon Oil Corporation - US Securities and Exchange Commission

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