exhibit157

Board statement on corporate governance

Message from the chair of the board of directors

Together with Equinor’s values, risk management principles and our Code of Conduct, the principles for corporate governance are

Equinor’s most important management framework. Equinor’s board of directors

adheres to good corporate governance standards and

will ensure that Equinor either complies with the Norwegian Code of Practice for Corporate

Governance (the Code of Practice) or

explains possible deviations from the Code of Practice. The Code of Practice can be found at www.nues.no .

The principles and legislation for reporting are evolving. Last year, we published our first integrated annual report which combined

financial and sustainability reporting into one report. This year, we present the board’s statement on corporate governance separately

for the first time, highlighting the importance of our principles for corporate governance. Next year, the European Sustainability

Reporting Standards (ESRS) will shape our reporting, as we also expect the Corporate

Sustainability Reporting Directive (CSRD) to

add further requirements to our reporting, including on corporate governance.

The board of directors are closely following the changes and will continue to do so in 2024 to ensure that

our corporate governance

principles and practices are of the highest quality.

Table of contents

1 Implementation and reporting ................................................................

................................

...........................3

Compliance with New York Stock Exchange listing rules ................................................................

................................

.................3

2 Business

................................

...........................4

3 Equity and dividends

................................

.........5

4 Equal treatment of shareholders and transactions with close associates

................................

..........................6

5 Freely negotiable shares................................................................

................................

...7

6 General meeting of shareholders

................................

......................7

7 Nomination committee

................................

......8

8 Corporate assembly, board of directors and corporate executive committee

................................

..................10

Corporate assembly ................................................................

................................

.......10

Board of directors

................................

...........12

Corporate executive committee (CEC)

................................

...........12

9 The work of the board of directors ................................................................

................................

..................13

The board of directors’ committees ................................................................

................................

................14

10 Risk management and internal control

................................

..........16

Risk management ................................................................

................................

..........16

Code of Conduct ................................................................

................................

............17

11 Remuneration to the board of directors and corporate assembly

................................

..18

12 Remuneration to the corporate executive committee

................................

....................18

13 Information and communications

................................

..................18

14 Take-overs

................................

....................19

15 External auditor................................................................

................................

.............19

This statement provides a detailed overview of how Equinor follows the Norwegian Code of Practice

for Corporate Governance (the

Code of Practice)

and describes the foundation and principles for Equinor’s corporate governance structure which should

be seen in

context with information in the Integrated Annual Report,

section 1.9 Corporate governance and risk management. Further information

can be found on www.equinor.com,

The Code of Practice covers 15 topics, and this board statement covers each of these topics

and describes Equinor’s adherence to

the Code of Practice. The information concerning corporate governance that is required to be

disclosed under the Norwegian

Accounting Act Section 3-3b is included in this board statement as follows:

“A statement of the recommendations and regulations concerning corporate governance that

the enterprise is subject to or

otherwise chooses to comply with”: Described in this introduction as well as in section 1 Implementation

and reporting.

“Information on where the recommendations and regulations mentioned in no 1 are available to the

public”: Described in this

introduction.

“Reasons for any non-conformance with recommendations and regulations mentioned in no 1”:

There are two deviations from the

Code of Practice’

recommendations, one in section 6 General meeting of shareholders and the other

in section 14 Take-overs.

The reasons for these deviations are described under the respective sections of this statement.

“A description of the main elements in the enterprises, and for entities that prepare Consolidated financial

statements, also the

Group’s (if relevant) internal control and risk management systems linked to the financial reporting process”: Described

in section

10 Risk management and internal control.

“Articles of Association which entirely or partly expand or depart from provisions of Chapter 5 of the Public

Limited Liability

Companies Act”: Described in section 6 General meeting of shareholders.

“The composition of the board of directors, the corporate assembly, the Committee of Shareholders’

Representatives and the

Control Committee and any working committees related to these bodies, as well as a description

of the main instructions and

guidelines that apply to the work of the bodies and any committees”: Described in section 8 Corporate

assembly, board of

directors and corporate executive committee and section 9 The work of the board

of directors.

“Articles of Association governing the appointment and replacement of directors”: Described in section 8

Corporate assembly,

board of directors and corporate executive committee under the sub-heading Board of directors.

“Articles of Association and authorisations empowering the board of directors to decide that the

enterprise is to buy-back or issue

its own shares or equity certificates”: Described in section 3 Equity and dividends.

“A description of the enterprise’s guidelines for gender equality and diversity with regard to, for example, age,

gender and

educational and professional background for the composition of boards, management and governing

bodies and if relevant any

sub-committees. The objective of the guidelines, how they have been implemented and their

effect during the reporting period

shall be stated. If the enterprise does not have such guidelines, this must be justified”: Described

in section 7 Nomination

committee.

Nomination, elections and reporting in Equinor ASA

1 Implementation and reporting

Equinor ASA is a Norwegian-registered public limited liability company with its primary listing

on Oslo Stock Exchange (Oslo Børs),

and the foundation for the Equinor group’s governance structure is Norwegian law. American Depositary Receipts (ADRs)

representing ordinary shares are listed on the New York Stock Exchange (NYSE), and Equinor is therefore subject to the listing

requirements of NYSE and the applicable reporting requirements of the US Securities

and Exchange Commission (SEC rules).

The board of directors focuses on maintaining a high standard of corporate governance in line with

Norwegian and international

standards of best practice. Good corporate governance is a prerequisite for a sound and sustainable

company, and our corporate

governance is based on openness and equal treatment of shareholders. Governing structures

and controls help to ensure that we run

our business in a justifiable and profitable manner for the benefit of employees, shareholders,

partners, customers and society.

The work of the board of directors is based on the existence of a clearly defined division of roles and responsibilities

between the

shareholders, the board of directors and the company’s corporate executive committee.

The following principles underline Equinor’s approach to corporate governance:

●

All shareholders will be treated equally.

●

Equinor will ensure that all shareholders have access to up-to-date, reliable and relevant information

about its activities.

●

Equinor will have a board of directors that is independent (as defined by Norwegian standards)

of the group’s corporate executive

committee. The board of directors focuses on preventing conflicts of interest between shareholders,

the board of directors and

the company’s corporate executive committee.

●

The board of directors will base its work on the principles for good corporate governance (the Code

of Practice).

The governance and management system is further elaborated on at www.equinor.com/cg where shareholders and stakeholders can

explore any topic of interest in more detail.

Compliance with New York Stock Exchange listing rules

Equinor’s primary listing is on the Oslo Børs. Equinor is also registered as a foreign

private issuer with the US Securities and

Exchange Commission with ADRs representing its ordinary shares listed on the NYSE.

While Equinor’s corporate governance practices follow the requirements of Norwegian law, Equinor is also subject to the NYSE’s

listing rules.

Equinor is considered a foreign private issuer in the US and is thus exempted from most of the NYSE

corporate governance

standards that domestic US companies must comply with. However, Equinor is required to disclose any significant ways in which its

corporate governance practices differ from those applicable to domestic US companies under the NYSE

rules. A statement of

differences is set out below:

Corporate governance guidelines

The NYSE rules require domestic US companies to adopt and disclose corporate governance

guidelines. Equinor’s corporate

governance principles are developed by the corporate executive committee and the board of directors, in accordance with

the Code of

Practice and applicable law. Oversight of the board of directors and the CEO’s management of the company is exercised by the

corporate assembly.

Director independence

The NYSE rules require domestic US companies to have a majority of “independent directors”. The

NYSE definition of an

“independent director”

sets out five specific tests of independence and requires an affirmative determination by the board of directors

that the director has no material relationship with the company.

Pursuant to Norwegian company law, Equinor’s board of directors consists of members elected by the corporate assembly as

representatives for both shareholders and employees. Equinor’s board of directors has determined that, in its judgment,

all

shareholder-representatives are independent. In making its determinations of independence,

the board of directors focuses inter alia

on there not being any conflicts of interest between shareholders, the board of directors and the company’s corporate executive

committee. It does not strictly make its determination based on the NYSE’s five specific tests but

takes into consideration all relevant

circumstances which may in the board of director’s view affect the directors’ independence. The directors elected

from among

Equinor’s employees would not be considered independent under the NYSE rules as they

are employees of Equinor. None of these

employee representatives are executive officers of the company.

For further information about the board of directors, see 8 Corporate assembly, board of directors and corporate executive committee.

Board committees

Pursuant to Norwegian company law, managing the company is the responsibility of the board of directors. Equinor has the following

board committees; an audit committee, a safety, sustainability and ethics committee and a compensation and executive development

committee. The audit committee and the compensation and executive development committee operate pursuant to

instructions that

are broadly comparable to the applicable committee charters required by the NYSE rules. They

report on a regular basis to, and are

subject to, oversight by the board of directors. For further information about the board committees,

see 9 The work of the board of

directors.

Equinor complies with the NYSE rule regarding the obligation to have an audit committee that meets

the requirements of Rule 10A-3

of the US Securities Exchange Act of 1934.

The members of Equinor’s audit committee include an employee representative director.

Equinor relies on the exemption provided in

Rule 10A-3(b)(1)(iv)(C) from the independence requirements of the US Securities Exchange Act

of 1934 with respect to the employee

representative director. Equinor believes that its reliance on this exemption will not materially adversely affect the ability of the audit

committee to act independently or to satisfy the other requirements of Rule 10A-3 relating to

audit committees. The other members of

the audit committee meet the independence requirements under Rule 10A-3.

Among other things, the audit committee evaluates the qualifications and independence of the company’s external auditor.

However,

in accordance with Norwegian law, the auditor is elected by the annual general meeting of the company’s shareholders.

Equinor does not have a nominating/corporate governance committee formed from its board of directors. Instead,

the roles prescribed

under the NYSE rules for such committee are principally carried out by the corporate assembly and

the nomination committee. The

nomination committee is elected by the general meeting of shareholders,

and the corporate assembly is elected partly by the general

meeting of shareholders and partly by and among the employees. The nomination committee, which is elected

by the general meeting

of shareholders, recommends to the corporate assembly the candidates and remuneration for the board of directors. The

nomination

committee also recommends to the general meeting of shareholders the candidates and remuneration

for the nomination committee

and the shareholder representative candidates and remuneration for the corporate assembly.

NYSE rules require the compensation committee of US companies to comprise independent

directors, recommend senior

management remuneration and determine the independence of advisors when engaging them. Equinor, as a foreign private issuer, is

exempted from complying with these rules and is permitted to follow its home country regulations.

The compensation committee

consists of four shareholder representatives and one employee representative.

Equinor’s compensation committee makes

recommendations to the board of directors regarding remuneration to the corporate executive committee,

including that of the CEO.

Further, the compensation committee assesses its own performance and has the authority to hire external advisors.

Shareholder approval of equity compensation plans

The NYSE rules require that, with limited exemptions, all equity compensation plans must be

subject to a shareholder vote. Equinor

ASA remuneration schemes, including equity compensation plans, are approved by the CEO. The

BoD is informed if the terms and

conditions affect executives and senior executives. Issuance of shares and authority to buy-back company shares

for the company’s

equity compensation plans must be proposed by the BoD and approved by Equinor's

annual general meeting of shareholders.

Deviations from the Code of Practice: None

2 Business

Equinor is an international energy company headquartered in Stavanger, Norway. The company has business operations in around

30 countries and approximately 23,000 employees worldwide. Equinor ASA is a public limited liability

company organised under the

laws of Norway and subject to the provisions of the Norwegian Public Limited Liability Companies

Act. The Norwegian State is the

largest shareholder of Equinor ASA, with a direct ownership interest of 67%. Equinor is continuously

developing the Norwegian

Continental Shelf (NCS) and focusing its international portfolio to deliver sustainable value in the

decades to come, at the same time

as it develops a profitable renewables business and secure opportunities in the low carbon market.

Equinor is the largest oil and gas operator in the NCS and is among the world's largest net

sellers of crude oil and condensate.

Equinor is the largest supplier of energy to Europe and still has positions on processing and refining

operations. Equinor also markets

and sells the Norwegian State’s share of the natural gas and crude oil produced on the NCS. Equinor contributes

to the development

of new low carbon energy resources, has on-going offshore and onshore renewables activities internationally and is at

the forefront of

the implementation of technology for carbon capture and storage (CCS) in Europe and US.

Objective, strategies and risk profiles

Equinor’s objective is defined in the articles of association section 1 and is to develop,

produce and market various forms of energy

and derived products and services, as well as other business. The activities may also

be carried out through participation in or

cooperation with other companies. Equinor's current articles of association were adopted

at the annual general meeting of

shareholders on 10 May 2023 and are available at www.equinor.com/articlesofassociation.

Equinor’s purpose is turning natural resources into energy for people and progress for society. The board of directors has approved a

corporate strategy to deliver on this purpose and the strategy has been translated into concrete

objectives and targets to align

execution.

Equinor’s corporate strategy is presented in the Integrated Annual Report in section

1.5 Our Strategy.

In pursuing the vision and strategy, Equinor is committed to the highest standard of governance and to cultivating a values-based

performance culture that rewards exemplary ethical practices, respect for the environment and personal

and corporate integrity. The

company continuously considers prevailing international standards of best practice when defining

and implementing company policies,

as Equinor believes that there is a clear link between high-quality governance and the

creation of shareholder value.

At Equinor, the way we deliver is as important as what we deliver. The Equinor Book, which addresses all Equinor employees, sets

the standards for behaviour, delivery and leadership.

The values guide the behaviour of all Equinor employees. The corporate values are "courageous", "open",

"collaborative" and

"caring". Both the values and ethics are treated as an integral part of business activities. The Code

of Conduct is further described in

section 10 Risk management and internal control.

Equinor also focus on managing the impacts of its activities on people, society and the environment, in

line with corporate policies for

health, safety, security,

sustainability and climate, human rights and ethics. Areas covered by these policies include

labour standards,

transparency, anti-corruption, local hiring and procurement, health and safety, the working environment, security and broader

environmental issues. These efforts and policies are further described in the Integrated Annual Report section

2.2 Sustainability

Performance.

The Equinor risk profile is a composite view of risks and supports current and future portfolio

considerations. The focus is to strive for

a portfolio that is robust and value creating through the cycles. Risk is an embedded part

of the board’s strategy discussions and

investment decisions. The board of directors regularly evaluates Equinor’s strategy, risk profile and target setting as part of its annual

plan. See also sections 9 The work of the board of directors and 10 Risk management and

internal control.

Deviations from the Code of Practice: None

3 Equity and dividends

Shareholders' equity and capital structure

The company's shareholders' equity as of 31 December 2023 amounted to USD 48,490 million

(excluding USD 10 million in non-

controlling interest, minority interest), equivalent to 33.8% of the company's total assets. The net

debt ratio was negative 21.6%

Cash, cash equivalents and current financial investments amounted to USD 38,865 million. The

board of directors considers this to be

satisfactory given the company's requirements for financial robustness in relation to its expressed

goals, strategy and risk profile.

Any increase of the company’s share capital must be adopted or mandated by the general meeting by at least

two-thirds majority vote.

If a mandate was to be granted to the board of directors to increase the company's share

capital, such mandate would be restricted to

a defined purpose. If the general meeting is to consider mandates to the board of directors for

the issue of shares for different

purposes, each mandate would be considered separately by the general meeting.

Dividend policy

It is Equinor's ambition to grow the annual cash dividend, measured in USD per share,

in line with long-term underlying earnings.

Equinor announces dividends on a quarterly basis. The board of directors approves first to third quarter interim

dividends based on an

authorisation from the annual general meeting, while the annual general meeting approves the fourth quarter

(and total annual)

dividend based on a proposal from the board of directors. When deciding the interim dividends

and recommending the total annual

dividend level, the board of directors will take into consideration expected cash flow, capital expenditure plans, financing requirements

and appropriate financial flexibility. In addition to cash dividends, Equinor might buy-back shares as part of the distribution of capital to

the shareholders.

The shareholders at the annual general meeting may vote to reduce, but may not vote to increase,

the fourth quarter dividend

proposed by the board of directors. Equinor announces dividend payments in connection with quarterly

results. Payment of quarterly

dividends is expected to take place approximately four months after the announcement of each

quarterly dividend.

Equinor declares dividends in USD. Dividends in NOK per share will be calculated and communicated

four business days after record

date for shareholders at Oslo Børs.

This is a non-GAAP figure. Comparison numbers and reconciliation to IFRS

are presented in the table Calculation of capital

employed and net debt to capital employed ratio as shown in the Integrated Annual Report under

section 5.6 Use and reconciliation of

non-GAAP financial measures.

The board of directors proposes to the annual general meeting an ordinary dividend of USD 0.35

per share and an extraordinary

dividend of USD 0.35 per share for the fourth quarter 2023.

Buy-back of own shares for subsequent cancellation

In addition to cash dividend, Equinor may buy-back shares as part of the total distribution of capital to the

shareholders. To buy-back

shares, the board of directors will need an authorisation from the general meeting.

On 10 May 2023, the annual general meeting

authorised the board of directors to acquire Equinor ASA shares in the market, on behalf of the

company, with a total nominal value of

up to NOK 235,000,000.

The board of directors was authorised to decide at what price within minimum and

maximum prices of NOK

50 and NOK 1,000, respectively, and at what time such acquisitions

shall take place. It is a precondition that shares acquired pursuant

to the authorisation are subsequently cancelled through a reduction of the company’s share capital, pursuant to

the Norwegian Public

Limited Liability Companies Act section 12-1. It is also a precondition for the repurchase and cancellation

of shares that the

Norwegian State’s ownership interest in Equinor ASA is not changed. Accordingly, a proposal for the redemption of a proportionate

number of the State’s shares, ensuring that the State’s ownership interest in the company remains unchanged, will also be put

forward at the annual general meeting to decide on the cancellation of repurchased shares. The

authorisation remains valid until the

next annual general meeting in the company, but no later than 30 June 2024. New share buy-back tranches are subject to existing

and new agreements with the Norwegian state regarding share buy-back.

Purchase of own shares for use in the share savings plan

Since 2004, Equinor has had a share savings plan for its employees. The purpose of this plan is to

strengthen the business culture

and encourage loyalty through employees becoming part-owners of the company. The annual general meeting annually authorises

the board of directors to acquire Equinor ASA shares in the market in order to continue implementation

of the employees share

savings plan.

On 10 May 2023, the board of directors was authorised on behalf of the company to acquire

Equinor ASA shares for a total nominal

value of up to NOK 27,500,000 for use in the share savings plan. This authorisation remains

valid until a new authorisation has been

adopted in the next general meeting and registered in the Register of Business Enterprises,

but no later than 30 June 2024.

Deviations from the Code of Practice: None

4 Equal treatment of shareholders and transactions with close associates

Equal treatment of all shareholders is a core governance principle in Equinor.

Equinor has one class of shares, and each share

confers one vote at the general meeting. The articles of association contain no restrictions

on voting rights and all shares have equal

rights.

The Norwegian State as majority owner

The Norwegian State (the State) is the majority shareholder of Equinor and also holds major

investments in other Norwegian

companies. As of 31 December 2023, the State had an ownership interest in Equinor of 67% (excluding

Folketrygdfondet’s

(Norwegian national insurance fund) ownership interest of 3.6%). The State is also a majority owner in

other companies or enterprises

that are under a common ownership structure and therefore meet the definition of a related party. Equinor may participate in

transactions with such companies or enterprises. All such transactions are always entered

into on an arm’s length basis. The State’s

ownership interest in Equinor is managed by the Ministry of Trade, Industry and Fisheries (MTIF). The State’s ownership interests in

related parties may be managed by the MTIF or other Ministries in the Norwegian government,

depending on the line of business

such related parties are engaged in.

Contact between the State as owner and Equinor takes in principle place in the same manner

as for other institutional investors,

however, with the difference that there are more frequent meetings with the MTIF. Topics

discussed includes Equinor’s economic and

strategic development, sustainability and the State’s expectations regarding results and returns on investments.

Such meetings

comply with Norwegian company and securities legislation, hereunder equal treatment of shareholders

and limitations for discussing

inside information.

In all matters in which the State acts in its capacity as shareholder, exchanges with the company are based on information

that is

available to all shareholders. If state participation is imperative and the government must seek

approval from the Norwegian

Parliament (Stortinget), it may be necessary to provide the Ministry with insider information. The

State will be subject to general rules

that apply to the handling of such information. Equinor ensures that, in any interaction between the

State and Equinor, a distinction is

drawn between the State’s different roles.

The State has no appointed board members or members of the corporate assembly in Equinor. As majority shareholder, the State has

appointed a member of Equinor’s nomination committee.

Sale of the State’s oil and gas

Pursuant to Equinor’s articles of association, Equinor markets and sells the State’s share of oil and gas production from the NCS

together with its own production. The State has a common ownership strategy aimed at maximising

the total value of its ownership

interests in Equinor and its own oil and gas interests. This strategy is incorporated in the marketing

instruction, which obliges Equinor,

in its activities on the NCS, to emphasise these overall interests in decisions that may

be of significance to the implementation of the

sales arrangements.

The State-owned company Petoro AS handles commercial matters relating to the State’s

direct involvement in petroleum activities on

the NCS and related activities and is responsible for overseeing that Equinor performs its tasks

in accordance with the marketing

instruction.

Other transactions

In relation to its ordinary business operations such as pipeline transport, gas storage and processing of

petroleum products, Equinor

also has regular transactions with certain entities in which Equinor has ownership interests. Such

transactions are carried out on an

arm’s length basis.

Deviations from the Code of Practice: None

5 Freely negotiable shares

Equinor’s primary listing is on Oslo Børs. ADRs are traded on the NYSE.

Each Equinor ADR represents one underlying ordinary

share.

The articles of association of Equinor do not include any form of restrictions on the ownership,

negotiability or voting related to its

shares and the ADRs.

Deviations from the Code of Practice: None

6 General meeting of shareholders

The general meeting of shareholders is Equinor’s supreme corporate body. It serves as a democratic and effective forum for

interaction between the company’s shareholders, board of directors and corporate executive committee.

The next annual general meeting (AGM) is scheduled for 14 May 2024. At Equinor’s AGM on 10

May 2023, 78.02 % of the share

capital was represented either by personal attendance or by advance voting.

Pursuant to Equinor’s articles of association, the AGM must be held by the end of June

each year. Notice of the meeting and

documents relating to the AGM are published on Equinor’s website and notice is sent to all shareholders

with known addresses at

least 21 days prior to the meeting. All shareholders who are registered in the Norwegian

Central Securities Depository (VPS) will

receive a notice to the AGM. Other documents relating to Equinor’s AGM will be made available

on Equinor’s website. A shareholder

may request that these documents be sent to him/her.

Shareholders are entitled to have their proposals dealt with at the AGM if the proposal

has been submitted in writing to the board of

directors in sufficient time to enable it to be included in the notice of meeting, i.e. no later than

28 days before the meeting.

As described in the notice of the general meeting, shareholders may vote in writing, including

through electronic communication,

during a specified period before the general meeting.

The AGM is normally opened and chaired by the chair of the corporate assembly. If there is a dispute concerning individual matters

and the chair of the corporate assembly belongs to one of the disputing parties or is for

some other reason not perceived as being

impartial, another person will be appointed to chair the AGM. This is in order to ensure impartiality

in relation to the matters to be

considered.

The following matters are required to be decided at the AGM:

●

Approval of the board of directors’ report, the financial statements and any dividend proposed by

the board of directors and

recommended by the corporate assembly.

●

Election of the shareholders’

representatives to the corporate assembly and approval of the corporate assembly’s fees.

●

Election of the nomination committee and approval of the nomination committee’s fees.

●

Election of the external auditor and approval of the auditor’s fee.

●

Any other matters listed in the notice convening the AGM.

All shares carry an equal right to vote at general meetings. Resolutions at general meetings

are normally passed by simple majority.

However, Norwegian company law requires a qualified majority for certain resolutions, including resolutions to waive preferential rights

in connection with any share issue, approval of a merger or demerger, amendment of the articles of association or authorisation to

increase or reduce the share capital. Such matters require approval of at least two-thirds

of the aggregate number of votes cast as

well as two-thirds of the share capital represented at the general meeting.

If shares are registered by a nominee in the Norwegian Central Securities Depository (VPS),

cf. section 4-10 of the Norwegian Public

Limited Liability Companies Act, and the beneficial shareholder wants to vote such shares, the

beneficial shareholder does not have

to re-register the shares in a separate VPS account, however, the beneficial shareholder must give advance notice to the company.

The minutes of the AGM are made available on Equinor’s website immediately

after the AGM.

An extraordinary general meeting (EGM) can be held in order to consider and decide a specific

matter if demanded by the corporate

assembly, the chair of the corporate assembly, the auditor or shareholders representing at least 5% of the share capital. The board of

directors must ensure that an EGM is held within a month of such demand being submitted.

Deviations from the Code of Practice

The Code of Practice recommends that the board of directors and chair of the nomination

committee are present at the general

meetings. Equinor has not deemed it necessary to require the presence of all members of the

board of directors. However, the chair of

the board of directors, the chair of the nomination committee, as well as the chair of the corporate

assembly, our external auditor, the

CEO and other members of management are always present at general meetings.

7 Nomination committee

Pursuant to Equinor's articles of association, the nomination committee shall consist of four members who

are shareholders or

representatives of shareholders. The duties of the nomination committee are set forth in the

articles of association, and the

instructions for the committee are adopted by the general meeting of shareholders.

The duties of the nomination committee are to submit recommendations to:

●

The annual general meeting for the election of shareholder-elected members and deputy members

of the corporate assembly,

and the remuneration for members of the corporate assembly.

●

The annual general meeting for the election and remuneration of members of the nomination

committee.

●

The corporate assembly for the election of shareholder-representatives for the board of directors and remuneration for the

members of the board of directors.

●

The corporate assembly for the election of the chair and deputy chair of the corporate assembly.

The nomination committee seeks to ensure that the shareholders’ views are taken into consideration when

candidates to the

governing bodies of Equinor ASA are proposed. The nomination committee invites Equinor's

largest shareholders to propose

shareholder-representatives to the board of directors and the corporate assembly, as well as members of the nomination committee.

The shareholders are also invited to provide input to the nomination committee in respect of the

composition and competence of

Equinor's governing bodies considering Equinor's strategy and opportunities going forward.

Such input may be taken into account in

the upcoming nominations. In addition, all shareholders have an opportunity to submit proposals

through an electronic mailbox as

described on Equinor’s website. The results from an annual board evaluation, normally

externally facilitated, are made available to the

nomination committee for the board nomination process. Separate meetings are held between the

nomination committee and each

board member, including employee-representatives.

The chair of the board of directors and the CEO are invited, without having the

right to vote, to attend at least one meeting of the nomination committee before it makes

its final recommendations. The committee

regularly utilises external expertise in its work and provides reasons for its recommendations

of candidates.

When it comes to the subject of diversity and inclusion for the composition of the board of directors

and the corporate assembly, it is

stated in the instructions for the nomination committee section 3.5 that “Emphasis will also be given

to ensuring reasonable

representation in terms of gender and background, and to the independence of members

of the board of directors and corporate

assembly in relation to the company.”

The company’s guidelines on diversity and inclusion are described in the Integrated Annual

Report under the section 2.2 Workforce for the future.

The members of the nomination committee are elected by the annual general meeting. The

chair of the nomination committee and

one other member are elected from and among the shareholder-representatives of the corporate assembly. Members of the

nomination committee are normally elected for a term of two years.

Equinor's nomination committee had the following members as of 31 December 2023

which are elected for the period up to the annual

general meeting in 2024:

●

Jarle Roth (chair), independent advisor (also chair of Equinor’s corporate assembly)

●

Jan Tore Føsund, Director General at the Ministry of Trade, Industry and Fisheries

●

Merete Hverven, CEO of Visma (also a member of Equinor’s corporate assembly)

●

Berit L. Henriksen, independent advisor

The nomination committee held 21 meetings in 2023. The instructions for the nomination committee are

available at

www.equinor.com/nominationcommittee.

Deviations from the Code of Practice:

None

8 Corporate assembly, board of directors and corporate executive committee

Corporate assembly

Pursuant to the Norwegian Public Limited Liability Companies Act, companies with more than 200

employees must elect a corporate

assembly unless otherwise agreed between the company and a majority of its employees.

The corporate assembly is Equinor’s body for supervision of the board of directors and

the CEO’s management of the company. The

members of the corporate assembly represent a broad cross-section of the company’s shareholders and

stakeholders, and one of

their main duties is to elect the company’s board of directors. In accordance with Equinor's articles of association,

the corporate

assembly consists of 18 members and three observers. Of the 18 members, 12 (with four deputy members)

are nominated by the

nomination committee and elected by the annual general meeting and they represent a broad

cross-section of the company's

shareholders and stakeholders. Six members (with deputy members)

and three observers are elected by and among the employees in

Equinor ASA or a subsidiary in Norway, which are non-executive employees. The corporate assembly elects its own chair and deputy

chair from and among its members.

Members of the corporate assembly are normally elected for a term of two years. Members

of the board of directors and the corporate

executive committee cannot be members of the corporate assembly, but they are entitled to attend and to speak at meetings unless

the corporate assembly decides otherwise in individual cases. Members of the corporate assembly do not have

service contracts with

the company or its subsidiaries providing for benefits upon termination of office. All members of the corporate

assembly are

Norwegian residents.

An overview of the members and observers of the corporate assembly as of 31 December 2023 follows.

Name

Occupation per

31.12.2023

Place of

residence

Year

birth

Position

Family

relations to

corporate

executive

committee,

board or

corporate

assembly

members

ownership

for

members

as of 31

December

2023

ownersh

ip for

member

s as of

March

2024

First

time

electe

Expiratio

n date of

current

term

Jarle Roth

Independent advisor

Bærum

1960

Chair,

Shareholder-

elected

500

2016

2024

Nils Bastiansen

Independent advisor

Oslo

1960

Deputy chair,

Shareholder-

elected

1,000

2016

2024

Finn Kinserdal

Associate professor,

Norwegian School of

Economics and Business

(NHH)

Bergen

1960

Shareholder-

elected

2018

2024

Kari Skeidsvoll Moe

EVP,

Growth Renewable

Energy Aneo AS

Trondheim

1975

Shareholder-

elected

2018

2024

Kjerstin Fyllingen

CEO at Haraldsplass

Diakonale Sykehus AS

Paradis

1958

Shareholder-

elected

2020

2024

Kjerstin Rasmussen

Braathen

CEO of DNB Bank ASA

Oslo

1970

Shareholder-

elected

353

2020

2024

Mari Rege

Professor of Economics at

the UiS Business School at

the University of Stavanger

Stavanger

1974

Shareholder-

elected

2020

2024

Trond Straume

CEO of Volue ASA

Sandnes

1977

Shareholder-

elected

100

2020

2024

Martin Wien Fjell

President Kongsberg

Sensors and Robotics,

Kongsberg Group

Asker

1980

Shareholder-

elected

202

2022

2024

Merete Hverven

CEO of Visma

Oslo

1977

Shareholder-

elected

2022

2024

Helge Aasen

CEO of Elkem ASA

Kristiansan

1963

Shareholder-

elected

2022

2024

Liv B. Ulriksen

CEO of Sparebank 1 Nord-

Norge

Tromsø

1960

Shareholder-

elected

2022

2024

Peter B. Sabel

Union representative,

Tekna/NITO,

Project

Leader Geophysics

Hafrsfjord

1968

Employee-

elected

2019

2025

Trine Hansen

Stavland

Union representative,

Industri Energi

Sandnes

1963

Employee-

elected

2,697

2,937

2023

2025

Ingvild Berg

Martiniussen

Union representative,

Tekna/NITO,

Principal

Researcher Production

Technology

Porsgrunn

1976

Employee-

elected

2,890

3,021

2019

2025

Berit Søgnen

Sandven

Union representative,

Tekna/NITO,

Principal

Engineer Fiscal metering

Kalandseid

1962

Employee-

elected

2,992

3,904

2019

2025

Frank Indreland

Gundersen

Union representative,

Industri Energi

Skjold

1990

Employee-

elected

370

556

2021

2025

Per Helge Ødegård

Union representative,

Lederne, Discipl resp

operation process

Porsgrunn

1963

Employee-

elected

377

568

1994

2025

Raymond Midtgård

Union representative,

YS/SAFE

Hjelmås

1976

Employee-

elected,

observer

642

769

2023

2025

Vidar Frøseth

Union representative,

Tekna/NITO,

Leading

Engineer O&M

Nyborg

1978

Employee-

elected,

observer

6,204

6,480

2019

2025

Kjetil Gjerstad

Union representative,

Industri Energi

Hundvin

1976

Employee-

elected,

observer

467

645

2019

2025

Total

18,794

21,035

The duties of the corporate assembly are defined in section 6-37 of the Norwegian Public

Limited Liability Companies Act. The

corporate assembly elects the board of directors and the chair of the board of directors and can vote separately

on each nominated

candidate. Its responsibilities also include overseeing the board of directors and the CEO's management

of the company, making

decisions on investments of considerable magnitude in relation to the company's resources,

and making decisions involving the

rationalisation or reorganisation of operations that will entail major changes in or reallocation of

the workforce.

Equinor's corporate assembly held four ordinary meetings in 2023. The chair of the board of directors

and the CEO participated in all

four meetings. Other members of management were also present at the meetings.

The procedure for the work of the corporate assembly, as well as an updated overview of its members, is available at

www.equinor.com/corporateassembly.

Board of directors

Pursuant to Equinor's articles of association, the board of directors shall consist of between nine to eleven members

elected by the

corporate assembly. The chair and the deputy chair of the board of directors are also elected by the corporate assembly. At present,

Equinor's board of directors consists of ten members. Six are men, four are women and two are non-Norwegians

resident outside of

Norway. As required by Norwegian company law, the company's employees are represented by three board members. The

employee-representatives of the board of directors have three deputy members who attend board meetings

in the event an employee-

representative of the board of directors is unable to attend. Members of the corporate executive

committee is not represented on the

board of directors. Members of the board of directors are elected for a term of up to two years,

normally for one year at a time. There

are no board member service contracts that provide for benefits upon termination of office.

The board of directors considers its composition to be competent with respect to the expertise,

capacity and diversity appropriate to

attend to the company's strategy, goals, main challenges, and the common interest of all shareholders. The board of directors also

deems its composition to consist of individuals who are willing and able to work as a team,

resulting in an efficient and collegiate

board of directors. The board of directors has determined that, in its judgment, all the shareholder-representatives

on the board of

directors are considered independent. At least one board member qualifies as an "audit committee

financial expert", as defined in the

SEC rules. The board members have experience from inter alia oil, gas, renewables, shipping, telecom

and Norwegian defence

forces.

An induction programme with members of the corporate executive committee is arranged for new

board members. They receive an

introduction to Equinor’s business and relevant information about the

company and the board of directors’ work.

Equinor ASA has purchased and maintains a Directors and Officers Liability Insurance on behalf of the

members of the board of

directors and the CEO. The insurance also covers any employee acting in a managerial capacity

and includes controlled subsidiaries.

The insurance policy is issued by a reputable insurer with an appropriate rating.

The board of directors held eight ordinary board meetings and three extraordinary meetings in

2023. Average attendance at these

board meetings was 99,02%.

Members of the board of directors as of 31 December 2023:

[Links to CV’s on equinor.com]

There were no changes to the composition of the board of directors in 2023. The corporate assembly

re-elected all members in June

2023.

Corporate executive committee (CEC)

The president and chief executive officer (CEO) has the overall responsibility for day-to-day operations in Equinor. The CEO appoints

the corporate executive committee, which considers proposals for strategy, goals, financial statements, as well as important

investments prior to submission to the BoD. The purpose of the CEC is to set direction, drive prioritisation

and execution, build

capabilities and ensure compliance. The CEC works to safeguard and promote the corporate

interests of the company through

developing the management system and securing adequate risk management and control systems. The CEC

includes the CEO, the

chief financial officer (CFO), the executive vice presidents of the business areas;

Exploration & Production International (EPI),

Exploration & Production Norway (EPN), Marketing, Midstream & Processing (MMP), Renewables

(REN), Projects, Drilling &

Procurement (PDP), Technology,

Digital & Innovation (TDI), and the executive vice presidents for Safety, Security & Sustainability,

Legal & Compliance, People & Organisation and Communication.

The CEC ensures proactive management and control of sustainability related impacts through the safety, sustainability and ethics

committee held on a quarterly basis. Risk, performance, and mitigating actions are key topics

for the work in the committee. Ethical

and reputational issues such as anti-corruption are monitored and mitigated through the CEC ethics

committee. The ethics committee

meet as needed and at least three times a year.

In addition, through the corporate risk committee the CEC manages Equinor’s

overall risk exposure, and material topics related to

health and safety, human rights, corruption, climate and environment is assessed as part of the overall risk management. The

corporate risk committee functions

as an advisory body to the CEO and CFO, and the work of the corporate risk

committee is

presented to the CEC on a regular basis.

Members of Equinor's corporate executive committee as of 31 December 2023:

[Links to CV’s on equinor.com]

As part of its general loan arrangement for Equinor employees, Equinor has granted

loans to Equinor-employed spouses of certain

members of the corporate executive committee. Permanent employees in certain specified employee categories may take

out a car

loan from Equinor in accordance with standardised provisions set by the company. The standard maximum car loan is limited to the

cost of the car, including registration fees, but not exceeding NOK 400,000. Employees outside the collective labour area are entitled

to a car loan up to NOK 600,000 (managers) or NOK 700,000 (vice presidents and senior vice presidents).

The car loan is interest-

free, but the tax value, "interest advantage", must be reported as salary. Permanent employees of Equinor ASA may also apply for a

consumer loan up to NOK 350,000. The interest rate on consumer loans corresponds to the standard

rate in effect at any time for

“reasonable loans” from employer as decided by the Norwegian Ministry of Finance, i.e., the lowest

rate an employer may offer

without triggering taxation of the benefit for the employee.

Deviations from the Code of Practice: None

9 The work of the board of directors

The board of directors is responsible for managing the Equinor group and for monitoring day-to-day

management and the group's

business activities. The board of directors has established control systems to ensure that Equinor operates

in compliance with laws

and regulations, with the values as stated in the Equinor Book and the Code of Conduct,

as well as in accordance with the owners'

expectations of good corporate governance. The board of directors emphasises the safeguarding

of the interests of all shareholders,

but also the interests of Equinor's other stakeholders.

Matters of major importance, or of an extraordinary nature, are handled by the board of directors and it may

require the corporate

executive committee to present other matters. An important task of the board of directors is to appoint

the CEO and to stipulate their

job instructions, and terms and conditions of employment.

An annual plan is adopted by the board of directors and revised with regular intervals. Recurring items on the board of director's

annual plan include safety, security, sustainability and climate, corporate strategy,

business plans and targets, quarterly and annual

results, annual reporting, ethics and compliance, performance reporting, leadership assessment and compensation and succession

planning, project status review, people and organisation strategy and priorities, and an annual review of the board of directors'

governing documentation.

The board of directors has dedicated strategy and risk sessions twice a year where the corporate

executive committee presents, and

they align on the strategy going forward. Climate-related upside and downside risks, and Equinor’s

strategic response to these are

also discussed frequently by the board of directors.

In 2023, the board of directors discussed climate change and the energy

transition in all ordinary board meetings either as integral parts of strategy and investment discussions

or as separate topics.

The board of directors developed its knowledge and competence through deep-dives in the following

topics;

●

Energy Perspectives and the evolving external context – geopolitics, policy and energy

●

Low carbon solutions

●

Financial topics

●

Technology topics

●

Cyber security

Furthermore, external speakers presented to the board of directors their view on the energy transition in a geopolitical

and a financial

context.

At the beginning of each board meeting, the CEO meets separately with the board of directors to discuss

key matters in the company.

At the end of all board meetings, the board of directors has a closed session with only board members

attending the discussions and

evaluating the meeting. The CEO, the CFO, the General Counsel, executive vice presidents

for Safety, Security & Sustainability and

Communication and the company secretary attend all board meetings. Other members of the executive committee

and senior

management attend board meetings by invitation in connection with specific matters.

Reports from the committees are given on each board meeting to update the board of directors

on matters handled by each

committee. BAC had two competence days with deep-dives into different topics such as data governance, structure

for trading

mandates, internal control over financial reporting framework, EU ESRS reporting requirements, material

topics for sustainability

reporting and inflation pressure impact on the portfolio.

SSEC had deep-dives on topics within human rights, compliance, cyber

security, net zero and safety.

BCC attended a yearly session on development and trends within executive talent market. The

entire

board of directors, or part of it, regularly visits several Equinor locations in Norway and globally, and a longer board trip for all board

members to an international location is made at least every two years. When visiting Equinor

locations globally, the board of directors

emphasises the importance of improving its insight into, and knowledge about, safety and security

in Equinor’s operations, Equinor’s

technical and commercial activities as well as the company's local organisations. The next board trip will

be in 2024.

The board of directors conducts an annual self-evaluation of its own work and competence, which

is externally facilitated and handled

in a board meeting. Climate change capabilities and knowledge are included as key components in the

annual board evaluation. The

evaluation report is made available to the nomination committee and discussed between

the chair of the board of directors and the

nomination committee to give input to the committee’s work.

Requirements for board members

The work of the board of directors is based on rules of procedure that describe the board of director's

responsibilities, duties and

administrative procedures. They also describe the CEO’s duties vis-à-vis the board of directors.

Further, they state that members of the board of directors and the CEO may not participate in any discussion or decision of issues

which are of special personal importance or special financial interest to them, or to any closely related

party. Each board member and

the CEO are individually responsible for ensuring that they are not disqualified from discussing

any particular matter. Members of the

board of directors are obliged to disclose any interests they or their closely related parties may have in

the outcome of a particular

issue. The board of directors must approve any agreement between a company in the Equinor group

and a member of the board of

directors or the CEO. The board of directors must also approve any agreement between a company in

the Equinor group and a third

party in which a member of the board of directors or the CEO may have a special interest. Each

member of the board of directors shall

also continuously assess whether there are circumstances which could undermine the general confidence

in the director’s

independence. It is incumbent on each board member to be especially vigilant when making

such assessments in connection with the

board of directors' handling of transactions, investments and strategic decisions. The board member

shall immediately notify the chair

of the board of directors if such circumstances are present or arise and the chair of the board of directors will determine

how the

matter will be dealt with. The board of directors' rules of procedure are available on our website at www.equinor.com/board.

The Equinor Code of Conduct applies to all employees and board members, individuals must

behave impartially in all business

dealings and not give other companies, organisations or individuals improper advantages.

The board of directors’ committees

Equinor ASA’s board of directors has three sub-committees: the audit committee; the compensation and executive development

committee; and the safety, sustainability and ethics committee. The committees prepare items for consideration by the board of

directors and their authority is limited to making such recommendations. The committees

consist entirely of board members and

answer to the board of directors alone for the performance of their duties. The composition and work

of the committees are further

described below.

The audit committee

(BAC) acts as a preparatory body for the board of directors in connection with risk management, internal control

and financial and sustainability reporting. In particular, the BAC shall assist the board of directors in exercising its oversight

responsibilities in relation to:

●

The financial reporting process and the integrity of the financial statements.

●

The sustainability reporting process and the integrity of the sustainability reporting.

●

The company’s internal control, internal audit and risk management systems and practices including the enterprise

risk

management framework.

●

The election of and qualifications, independence and oversight of the work of the external auditors.

●

Business integrity, including handling of complaints and reports.

●

Other duties as set out in the Norwegian Public Limited Liability Companies Act section 6-43 and

Regulation 10A-3 of the US

Securities Exchange Act and applicable listing requirements.

The BAC reviews the effectiveness of the system for monitoring compliance with laws and regulations pertaining

to business integrity

and compliance with Equinor’s Code of Conduct relevant to the committee’s responsibilities.

Under Norwegian law, the external auditor is appointed by the shareholders at the annual general meeting based on a proposal from

the corporate assembly. The audit committee is responsible for making recommendations regarding appointment, re-appointment or

removal of the company’s external auditor, and supports the board of directors and the corporate assembly in their roles related to the

election of external auditors for Equinor ASA at the annual general meeting.

The BAC meets as often as it deems necessary, normally five to seven times every year, and holds meetings with the internal auditor

and the external auditor on a regular basis without the company’s management being present, including in relation

to the financial

statement and annual report.

The BAC is also responsible for:

●

Reviewing the scope of the audit and the nature of any non-audit services provided by

external auditors.

●

Ensuring that the company has procedures in place for receiving and dealing with

complaints received by the company regarding

accounting, internal control or auditing matters.

●

Procedures for the confidential and anonymous submission by company employees, via the group's

ethics helpline, of concerns

regarding accounting or auditing matters, as well as other matters regarded as being in breach

of the group's Code of Conduct, a

material violation of an applicable US federal or state securities law, a material breach of fiduciary duties or a similar material

violation of any other US or Norwegian statutory provision.

The BAC is designated as the company's qualified legal compliance committee for the purposes of Part

205 in Title 17 of the US Code

of Federal Regulations.

Corporate Audit and Investigation reports administratively to the president and CEO and functionally

to the chair of the audit

committee.

The board of directors elects at least three of its members to serve on the audit committee

and appoints one of them to act as chair.

The employee-representative members of the board of directors may nominate one member to the

audit committee.

At year-end 2023, the BAC members were Anne Drinkwater (chair), Rebekka Glasser Herlofsen,

Jonathan Lewis, Finn Bjørn Ruyter

and Hilde Møllerstad (employee-representative board member).

The board of directors has determined that both Anne Drinkwater and Rebekka Glasser Herlofsen, qualify

as "audit committee

financial expert", as defined in the SEC rules. The board of directors has also determined that the committee

has the qualifications

needed as defined in the Norwegian Public Limited Liability Companies Act. In addition, the board

of directors has concluded that

Anne Drinkwater Rebekka Glasser Herlofsen, Jonathan Lewis and Finn Bjørn Ruyter are independent

within the meaning of the

requirements in the Norwegian Public Limited Liability Companies Act and Rule 10A-3 under the Securities

Exchange Act.

The CFO, general counsel, senior vice president for Accounting and Financial Compliance

and senior vice president for Corporate

Audit and Investigation participate in the BAC meetings, as well as representatives from the external

auditor.

The BAC held six regular meetings in 2023, in addition to two Competence days with deep dive sessions

into issues relevant to the

committee, and attendance was 100%.

For a more detailed description of the objective and duties of the committee, see the instructions available at

www.equinor.com/auditcommittee.

The compensation and executive development committee

(BCC) acts as a preparatory body for the board of directors and assists

in matters relating to management compensation and leadership development.

The main responsibilities of the compensation and executive development committee are:

●

To make recommendations to the board of directors in all matters relating to principles and the framework for executive rewards,

remuneration strategies and concepts, the CEO's contract and terms of employment, and leadership development, assessments

and succession planning.

●

To be informed about and advise the company's management in its work on Equinor's remuneration strategy for senior

executives and in drawing up appropriate remuneration policies for senior executives.

●

To review Equinor's remuneration policies in order to safeguard the owners' long-term interests.

The BCC assists the board of directors on the philosophy, principles and strategy for the compensation of senior executives in

Equinor, as well as climate and energy transition related goals as part of the remuneration policies.

At year-end 2023, the BCC members were Jon Erik Reinhardsen (chair), Rebekka Herlofsen,

Finn Bjørn Ruyter, Haakon Bruun-

Hanssen and Per Martin Labråten (employee-representative board member). All the

committee members are non-executive directors

and the shareholder-representative committee members are deemed independent (under Equinor’s

framework).

The executive vice president People & Organisation participates in the BCC meetings.

The committee held six meetings in 2023 and attendance was 96,88%.

For a more detailed description of the objective and duties of the committee, see the instructions available at

www.equinor.com/compensationcommittee.

The safety, sustainability,

and ethics committee

(SSEC) acts as a preparatory body for the board of directors in connection with

reviewing the practices and performance of the company primarily in matters regarding safety, security, ethics, sustainability and

climate.

This includes review of the company’s policies, risk, practices and performance related to

●

Safety.

●

Security, including cyber and information security, physical security and personnel security.

●

Climate and Sustainability, including human rights, social responsibility and environment.

●

Code of Conduct.

●

Ethics and anti-corruption Compliance Program.

●

Results of audits, verifications and investigations relevant for the SSEC.

●

Effectiveness of the internal control for safety, security and sustainability matters.

The SSEC ensures that the board of directors has a strong focus on and knowledge of these complex,

important and constantly

evolving areas of safety, security, ethics, sustainability and climate.

At year-end 2023, the SSEC members were Jonathan Lewis (chair), Anne Drinkwater, Tove Andersen, Haakon Bruun-Hanssen, Stig

Lægreid (employee-representative board member) and Per Martin Labråten (employee-representative

board member).

The executive vice president Safety, Security & Sustainability, senior vice president Safety,

General Counsel, senior vice president

Corporate Sustainability, senior vice president Corporate Audit and Investigation and the chief ethics and compliance officer

participate in the SSEC meetings.

The SSEC held four ordinary meetings and one extraordinary meeting in 2023 and attendance was 100%.

For a more detailed description of the objective and duties of the committee, see the instructions available at

www.equinor.com/ssecommittee.

Deviations from the Code of Practice: None

10 Risk management and internal control

Risk management

The board of directors oversees the company’s internal control, and overall risk management and assurance, and through its audit

committee, reviews and monitors the effectiveness of the company's policies and practices in such

regard. On an ongoing basis, the

board of directors and board audit committee discuss the company’s enterprise risk management framework and three-lines

model

and learning from risk-adjusting actions and assurance activities. The board of directors, board audit

committee and board safety,

sustainability and ethics committee, together, monitor and assess risks including legal, regulatory, financial, safety, security,

sustainability and climate-related risks and the associated measures put in place

to manage them. Twice a year, the board of directors

receives and reviews an assessment of all material risks, and risk-issues and discusses the company's

risk profile.

Equinor manages risk to ensure that operations and other business activities are conducted in a

safe and secure manner, in

compliance with external and internal standards and requirements, so that unwanted incidents

are avoided, and maximum value is

created. The company's enterprise risk management framework endeavours to make risk considerations

an integral part of realising

its purpose and vision, and of driving day-to-day performance.

Through its three lines model, company-wide accountabilities for risk management, and responsibilities

for risk analysis, monitoring,

advise and assurance are defined across all relevant

risks, including business integrity risks (fraud, sanctions, competition, money

laundering), safety/security/sustainability risks, financial/legal/regulatory risks, people related risks and political/public

affairs risks.

Procedures and systems are in place to assess both potential financial impacts of risks

on cash-flows and potential non-financial

impacts of risks on people, the environment, physical assets, and ultimately, the company's reputation. Where necessary, operational

risks are insured by the company's captive insurance company, that operates in both Norwegian and international insurance markets.

Further information about the risks and risk factors that the company's financial and operating

results are subject to are presented in

the Integrated Annual Report in section 1.9 Governance and risk management and section 5.2 Risk

factors.

Internal control over financial reporting

Equinor’s internal control over financial reporting is a process designed, under the

supervision of the chief executive officer and chief

financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Equinor’s

financial statements in accordance with International Financial Reporting Standards.

Equinor’s internal control over financial reporting framework is based on COSO

2013 Internal Controls Integrated Framework. The

framework is governed by Equinor’s management system and implemented through a

top-down, risk-based approach across all

relevant functions and business areas within the company.

Equinor has established a global function (the ICoFR function), which is responsible for governing

Equinor’s internal control over

financial reporting on behalf of the CFO. The ICoFR function manages Equinor’s

annual process for internal control over financial

reporting and provides support and expertise to the organisation to secure an effective and continuously improved internal

control

framework. The annual process includes formalized processes for scoping and risk assessment; control

design improvement and

maintenance; assurance of control design and operating effectiveness; deficiency management and evaluations; communications,

training and stakeholder reporting. Key assurance activities include independent verification testing

of controls,

quarterly management

sign-offs,

and internal audits conducted by Equinor’s corporate audit and investigation function.

Equinor’s disclosure committee assists the CEO and CFO in assessing the status

of internal control over financial reporting on a

quarterly basis and reviewing Equinor’s public filings and disclosures, including

its consolidated financial statements and non-financial

disclosures, to ensure that the contents of Equinor’s results announcements, Integrated Annual

Report and Form 20-F appropriately

reflect the non-financial and financial position and results of the company.

The board of directors has delegated authority to the board audit committee to assist it in overseeing the

effectiveness of Equinor’s

internal control over financial reporting. The board audit committee reviews and discusses quarterly

updates from management on the

status of key financial reporting risks, control assurance activities and remediation of identified

deficiencies, and internal control

improvement initiatives. The board audit committee also reviews management’s evaluation of the effectiveness of Equinor’s

internal

control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act

(refer to management’s report on internal

control over financial reporting included in Equinor’s Form 20-F filed with the

SEC) and updates the board of directors on the status of

compliance and any significant issues that warrant the attention of the board of directors.

Code of Conduct

Ethics – Equinor’s approach

Equinor believes that responsible and ethical behaviour is a necessary condition for a sustainable

business. Equinor’s Code of

Conduct is based on its values and reflects Equinor’s commitment to high ethical standards

in all its activities.

Our Code of Conduct

The Code of Conduct describes Equinor’s code of business practice and the requirements

for expected behaviour. The Code of

Conduct applies to Equinor’s board members, employees and hired personnel. It is divided

into five main categories: The Equinor

way, Respecting our people, Conducting our operations, Relating to our business partners and Communities and environment.

The Code of Conduct is approved by the board of directors.

Equinor seeks to work with others who share its commitment to ethics and compliance, and Equinor

manages its risks by carrying out

integrity due diligence processes on suppliers, business partners and markets. Equinor expects its suppliers

and business partners to

comply with applicable laws, respect internationally recognised human rights and adhere to ethical

standards which are consistent

with Equinor’s ethical requirements when working for or together with Equinor. In joint ventures and entities where

Equinor does not

have control, Equinor makes good faith efforts to encourage the adoption of ethics and anti-corruption policies and

procedures that

are consistent with its standards. Equinor will not tolerate any breaches of the Code

of Conduct. Remedial measures may include

termination of employment and reporting to relevant authorities.

Training and certifying the Code of Conduct

All Equinor employees must annually confirm electronically that they understand and will

comply with the Code of Conduct and pass a

quiz to certify as competent (Code certification). The Code certification reminds the individuals

of their duty to comply with Equinor’s

values and ethical requirements, including how to report concerns.

The Code of certification is included in Equinor’s competence assurance management

solution (CAMS), provides management with

the opportunity to monitor the completion rates and follow up any gaps.

Further, there are specific training on various compliance topics, including anti-corruption, anti-trust, anti-money laundering and

sanctions and export controls.

The training consists of e-learning and more in-depth workshops for those assessed to need

a deeper

knowledge of a specific subject area.

Anti-corruption compliance program

Equinor is against all forms of corruption including bribery, facilitation payments and trading in influence. There is a company-wide

anti-corruption compliance program which implements the zero-tolerance policy. The program includes mandatory procedures

designed to comply with applicable laws and regulations, as well as guidance and training

on relevant topics such as gifts, hospitality

and conflict of interest. A global network of compliance officers, who support the integration of ethics and anti-corruption

considerations into Equinor’s business activities, constitute an important part

of the program.

Equinor consistently works with its partners and suppliers on ethics and anti-corruption compliance and has initiated

dialogue with

several partners on the risks that are jointly faced and actions that can be taken to address

them. There are separate compliance

policies and procedures describing Equinor’s management of third-party corruption risk both in

operated and non-operated joint

ventures, and on integrity due diligence of third parties.

Open dialogue and raising concerns

Equinor is committed to maintain an open dialogue on ethical issues. The Code of Conduct requires

those who suspect a violation of

the Code of Conduct or other unethical conduct to raise their concern. Employees

are encouraged to discuss concerns with their

leader. Equinor recognises that raising a concern is not always easy so there are several internal channels for taking concerns

forward, including through People and Organisation or the ethics and compliance function in

the legal department. Concerns can also

be raised through the externally operated Ethics Helpline which is available 24/7 and

allows for anonymous reporting and two-way

communication. Equinor has a non-retaliation policy for anyone who raises an ethical or legal concern

in good faith.

More information about Equinor’s policies and requirements related to the Code

of Conduct is available on

www.equinor.com/en/about-us/ethics-and-compliance-in-equinor.html

Deviations from the Code of Practice: None

11 Remuneration to the board of directors and corporate assembly

Reference is made to the Remuneration report

Deviations from the Code of Practice: None

12 Remuneration to the corporate executive committee

Reference is made to the Remuneration report

Deviations from the Code of Practice: None

13 Information and communications

Equinor’s reporting is based on openness and it takes into account the

requirement for equal treatment of all participants in the

securities market. Equinor has established guidelines for the company's reporting of financial and

other information and the purpose of

these guidelines is to ensure that timely and correct information about the company is made

available to our shareholders and society

in general.

A financial calendar and shareholder information is published at www.equinor.com/calendar.

The investor relations are responsible for coordinating the company's communication with capital markets

and for relations between

Equinor and existing and potential investors. Investor relations is responsible for distributing and registering

information in accordance

with the legislation and regulations that apply where Equinor securities are listed. Investor relations

reports directly to the chief

financial officer.

The company holds regular presentations for investors and analysts. The quarterly presentations are broadcasted live on Equinor’s

website. Investor relations communicate with present and potential shareholders.

Reports and other relevant information are available

at www.equinor.com/investor.

All information distributed to the company's shareholders is published on the company's website at the

same time as it is sent to the

shareholders.

Deviations from the Code of Practice: None

14 Take-overs

The board of directors endorses the principles concerning equal treatment of all shareholders and Equinor's

articles of association do

not set limits on share acquisitions. Equinor has no defence mechanisms against take-over bids in its

articles of association, nor has it

implemented other measures that limit the opportunity to acquire shares in the company. The Norwegian State owns 67% of the

shares, and the marketability of these shares is subject to parliamentary decree.

Deviations from the Code of Practice:

The Code of Practice recommends that the board of directors establish guiding principles for how

it will act in the event of a take-over

bid. The board of directors has not established such guidelines, due to Equinor's ownership structure. In the event

of a bid as

discussed in section 14 of the Code of Practice, the board of directors will, in addition to

complying with relevant legislation and

regulations, seek to comply with the recommendations in the Code of Practice. The board

of directors has no other explicit basic

principles or written guidelines for procedures to be followed in the event of a take-over bid. The

board of directors otherwise concurs

with what is stated in the Code of Practice regarding this issue.

15 External auditor

Our independent registered public accounting firm (external auditor) is independent in relation to

Equinor and is appointed by the

general meeting of shareholders. Our independent registered public accounting firm, Ernst & Young AS, has been engaged to provide

and audit in accordance with standards of the Public Company Accounting Oversight Board (United

States). Ernst & Young AS will

also issue a report in accordance with law, regulations, and auditing standards and practices generally accepted in Norway, including

International Standards on Auditing (ISAs), which includes opinions on the Consolidated financial

statements and the parent company

financial statements of Equinor ASA. The reports are set out in the Integrated Annual Report in section

5.5

Statements on this report

incl. independent auditor reports.

The external auditor's fee must be approved by the general meeting of shareholders.

Pursuant to the instructions for the board's audit committee approved by the board of directors,

the audit committee is responsible for

ensuring that the company is subject to an independent and effective external and internal audit. Every

year, the external auditor

presents a plan to the audit committee for the execution of the external auditor's work.

The external auditor attends the meeting of the

board of directors that deals with the preparation of the annual accounts.

The external auditor also participates in meetings of the audit committee. The audit committee

considers all reports from the external

auditor before they are considered by the board of directors. The audit committee meets

at least five times a year, and both the board

of directors and the board’s audit committee hold meetings with the internal auditor and the external auditor

on a regular basis without

the company’s management being present.

The audit committee evaluates and makes a recommendation to the board of directors, the

corporate assembly and the general

meeting of shareholders regarding the choice of external auditor. The committee is responsible for ensuring that the external auditor

meets the requirements in Norway and in the countries where Equinor is listed. The

external auditor is subject to the provisions of US

securities legislation, which stipulates that a responsible partner may not lead the engagement

for more than five consecutive

years.

When evaluating the external auditor, emphasis is placed on the firm's qualifications, expertise, resources, objectivity, independence

and the auditor’s fee within the context of the standards required by applicable law, regulation and listing requirements.

The audit committee's policies and procedures for pre-approval

In its instructions for the audit committee, the board of directors has delegated authority to the audit

committee to pre-approve

assignments to be performed by the external auditor. Within this pre-approval, the audit committee has issued further guidelines. The

audit committee has issued guidelines for the management's pre-approval of assignments to be performed

by the external auditor.

All audit-related and other services provided by the external auditor must be pre-approved by the audit

committee. Provided that the

types of services proposed are permissible under SEC guidelines and Norwegian Auditors Act

requirements,

pre-approval is usually

granted at a regular audit committee meeting. The chair of the audit committee has been authorised

to pre-approve services that are

in accordance with policies established by the audit committee that specify in detail the

types of services that qualify. It is a condition

that any services pre-approved in this manner are presented to the full audit committee at its

next meeting. Some pre-approvals can

therefore be granted by the chair of the audit committee if an urgent reply is deemed

necessary.

Remuneration of the external auditor in 2021 – 2023

In the annual Consolidated financial statements and in the parent company's financial statements,

the independent auditor's

remuneration is split between the audit fee and the fee for audit-related, tax and other services.

The breakdown between the audit fee

and the fee for audit-related, tax and other services is presented to the annual general meeting

of shareholders.

Reference is made to the table in note 9 Auditor’s remuneration and Research

and development expenditures in the Consolidated

financial statements showing the aggregate fees related to professional services rendered by Equinor's

external auditor Ernst &

Young AS, for the fiscal years 2021, 2022, and 2023. All fees included in this table have been approved by the board's audit

committee.

Audit fee

is defined as the fee for standard audit work that must be performed every year in order

to issue an opinion on Equinor's

Consolidated financial statements, on Equinor's internal control over annual reporting and to issue

reports on the statutory financial

statements. It also includes other audit services, which are services that only the independent auditor

can reasonably provide, such as

the auditing of non-recurring transactions and the application of new accounting policies, audits of significant

and newly implemented

system controls and limited reviews of quarterly financial results.

Audit-related fees

include other assurance and related services provided by auditors, but not limited to those

that can only

reasonably be provided by the external auditor who signs the audit report, that are

reasonably related to the performance of the audit

or review of the company's financial statements, such as acquisition due diligence, audits of pension and benefit

plans, consultations

concerning financial accounting and reporting standards.

Tax and Other services fees

include services, if any, provided by the auditors within the framework of the Sarbanes-Oxley Act, i.e.

certain agreed procedures.

Deviations from the Code of Practice: None