High standards of conduct

At Devon, we’re committed to doing what’s right and to demonstrating our fundamental value of integrity in all aspects of our business. Openness, honesty and respect are key to building trusting relationships, demonstrating courage and delivering results for our stakeholders. Our high standards of ethical and legal conduct, transparency and compliance with all applicable laws and regulations are vital to creating sustainable value for our shareholders.

The Audit Committee of Devon’s board of directors oversees our compliance with legal and regulatory requirements and reports its findings to the full board at least once each year. The committee monitors our business practices and ethical standards, and together with Devon’s executive vice president and general counsel, reviews our business ethics program annually, including the Code of Business Conduct and Ethics (code) and our Anti-Corruption Policy and Procedures.

Establishing high standards

Our code sets out the basic principles for legal and ethical conduct for each Devon director, officer and employee, and guides how we fulfill our responsibilities to each other, business partners, shareholders, governments and the law. We also require our chief executive officer, chief financial officer and chief accounting officer to adhere to an additional, more rigorous code of ethics.

We expect Devon directors, officers and employees to comply with policies associated with the code that provide guidance on specific business practices. These include our Zero Tolerance Anti-Harassment Policy, Drug and Alcohol Abuse Prevention and Testing Policy, Delegation of Authority Policy, Conflicts of Interest Policy, and Environmental, Health and Safety Policy.

Devon proactively reinforces the importance and understanding of our ethical standards, legal obligations and regulatory compliance requirements. We require employees to complete an ethics training course when they join the company and annually thereafter, and they must acknowledge and agree to abide by our code and its related policies. In 2022, Devon reported a 100% rate of code acknowledgment to the Audit Committee.

Since establishing our Business Ethics Resource Center (BERC) in 2021, Devon has continued to improve and mature our capability for addressing ethics reports. Center participants include the executive vice president and general counsel, vice president of corporate services and associate general counsel, and director of HR business partners. They review all good faith reports from the Ethics and Compliance Helpline, corporate and digital security, and other sources to determine next steps to investigate the reports. The team makes quarterly reports to the Audit Committee, an increase from annual reporting prior to establishing the BERC, to help identify issues that might need additional monitoring or require training to raise awareness.

Enforcing the code

To help us maintain our relationships and reputation, Devon employees have an obligation to enforce the code and report potential violations. We do not allow retaliation for making a report in good faith.

Employees can make a report to our executive vice president and general counsel or to our third-party Ethics and Compliance Helpline, available at all times by phone and online. The Helpline is a secure, safe and confidential channel to report harassment, inappropriate behavior, fraud, unsafe acts, accounting irregularities, human rights violations or any other potential code or policy violation. The Audit Committee establishes formal procedures to address complaints about accounting and auditing matters, for handling concerns submitted by Devon employees about questionable accounting and auditing matters, and for protecting reporting employees from retaliation. In addition, employees can use the Helpline to seek guidance on our ethics policy, follow up on a reported issue or ask an ethics-related question. The Helpline is also available for reporting by stakeholders. Reports will be investigated promptly.