Organization: ConocoPhillips

Year: 2015

Description: Whereas, we have strong interest in full disclosure of our company‘s direct and indirect lobbying activities and expenditures to assess whether the company’s lobbying is consistent with its expressed goals and in the best interests of shareholders.

Resolved, the shareholders of ConocoPhillips request the Board authorize the preparation of a report, updated annually disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
2. Payments by ConocoPhillips used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
3. Description of the decision making process and oversight by management and the Board for making payments described in section 2 above.

For purposes of this proposal, a “grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which ConocoPhillips is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include lobbying at the local, state and federal levels. The report shall be presented to the Audit Committee or other relevant oversight committees of the Board and posted on the company’s website.

Supporting Statement

As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly
This resolution received 26% voting support in 2014.

We appreciate the update on the company website on both political spending and lobbying including expanded management oversight. The responses in the 2014 proxy focused heavily on political spending which is not the subject of this resolution. And the website disclosure is incomplete, it does not disclose lobbying priorities nor specific contributions to trade associations and the percent used for lobbying.

ConocoPhillips has been on the Board ofthe United States Chamber of Commerce which is noted as “by far the most muscular business lobby group in Washington” (“Chamber of Secrets," Economist, April 21, 2012). Since 1998 the Chamber has spent approximately $1 billion on lobbying. Yet ConocoPhillips does not disclose its Chamber payments nor the portions used for lobbying.

This is an integrity problem for ConocoPhillips since the Chamber actively opposes many environmental regulations and sued the EPA when it moved to regulate certain greenhouse gas emissions.

ConocoPhillips spent approximately $8.1 million in 2012 and 2013 on direct federal lobbying activities, according to Senate Records. These figures may not include grassroots lobbying to directly influence legislation by mobilizing public support or opposition nor lobbying expenditures in states that do not require disclosure.

Since ConocoPhillips is a new company it is an opportune time to disclose company priorities and lobbying expenditures going forward.