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Audit Committee Practices

Helmerich & Payne, Inc.
Audit Committee Practices

The Audit Committee of the Board of Directors (the "Board") of Helmerich & Payne, Inc. (the "Company") has adopted the following practices to assist it in undertaking the functions and responsibilities set forth in its charter:

  1. Review of Earnings Releases and Information Provided to Analysts and Rating Agencies.

    Drafts of Company earnings releases shall be presented to the Audit Committee members for their comments and/or revisions, if any. In addition, the Company's CFO and/or other person(s) designated by the Audit Committee shall review earnings releases with either the Chairperson of the Audit Committee or a designated member of the Audit Committee prior to their release to the public.

    Prior to the event, the Company's CEO or the CFO shall review with the Audit Committee, or the full Board, the substance of any presentations to analysts or rating agencies which constitute a shift in Company strategy or outlook. In addition, the Company's CEO or CFO shall review subsequently with the Audit Committee, or the full board, a summary of major presentations that have been given to analysts or rating agencies that do not constitute a shift in strategy or outlook.

  2. Hiring Guidelines for Independent Auditor Employees.

    The Company's accounting firm must complete one annual audit subsequent to when an individual was a member of the accounting firm's audit engagement team in order for such individual to be hired into a financial reporting oversight role with the Company. The Audit Committee shall review and concur with the appointment of any employee or former employee of the Company's independent accounting firm to an accounting or financial reporting oversight role. The foregoing shall be construed and applied consistent with the rules and regulations of the Securities and Exchange Commission.

  3. Process for Handling Complaints about Accounting Matters.

    As part of the Board's procedure for receiving and handling complaints or concerns about the Company's conduct, the Audit Committee has established the following procedures for: (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

    1. The Company shall establish and publish on the Company's website and in its Policy Handbook a toll-free telephone number for the receipt of confidential and anonymous complaints and concerns regarding accounting, internal accounting controls, or auditing matters. The website and Policy Handbook shall also designate that employees may raise such complaints and concerns with their supervisors and/or by writing to the Chairperson of the Audit Committee in care of the Company's Corporate Secretary.
    2. Copies of all such complaints and concerns will be sent to the Chairperson of the Audit Committee.
    3. All such complaints and concerns will be handled by the Company's finance and/or legal staffs, except as the Audit Committee may otherwise require.
    4. The status of any complaints and concerns shall be reported on a quarterly basis (or more frequently as the Audit Committee may require) to the Chairperson of the Audit Committee or other member of the Audit Committee as designated by the Chairperson.
    5. The Audit Committee may request special treatment for any complaint addressed to them including the retention of outside counsel or other advisors.

    The Company's Policy Handbook shall prohibit any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve any concern with respect to accounting, internal controls and auditing matters.

  4. Code of Ethics for Principal Executive Officer and Senior Financial Officers.

    The Company's Code of Ethics for Principal Executive Officer and Senior Financial Officers requires, in general, that the Company's CEO and senior financial officers resolve ethically any actual or apparent conflicts of interest and comply with all laws and regulations, including those designed to produce full, fair, accurate, timely and understandable disclosure in the Company's periodic reports filed with the Securities and Exchange Commission. Annual acknowledgement of and certification to the Audit Committee of compliance with such Code is required of the CEO and senior financial officers. The acknowledgement and certification shall be in the following form:

CERTIFICATION

The undersigned certifies that:

  1. I have re-read and reviewed the Company's Code of Ethics for Principal Executive Officer and Senior Financial Officers (the "Code") in effect as of the close of the Company's most recently completed fiscal year.
  2. Based upon my reading and review of the Code, I have fully complied with both the letter and spirit of the Code as of the date hereof.Further, I am not aware of any violations of the Code by other Company employees subject thereto.

Date: _________________________

By ___________________________

Name: ________________________

Title: _________________________