Our board of directors
As of year end 2008, 10 of the 11 directors on our Board were independent as defined by New York Stock Exchange guidelines, and all directors stand for election at our Annual Meeting of Shareholders. In 2008, the Board of Directors met 10 times, and our Audit, Board Affairs, Compensation, and Public Issues and Contributions Committees each met between four and 11 times. The Board evaluates its performance and effectiveness on an annual basis.
Corporate citizenship topics are generally overseen by the Board Affairs, Compensation, and Public Issues and Contributions Committees. In 2008, key topics reviewed by the committees included:
- Audit Committee: Reviewed our risk management process, the annual independent audit findings, and audit and controls performance, and appointed independent auditors, subject to shareholder ratification.
- Board Affairs Committee: Recommended director candidates and reviewed independent director compensation and other corporate governance practices.
- Compensation Committee: Oversaw compensation for executive officers and other senior executives (about 25 positions), including salary, bonus, incentive awards, and succession plans for key executive positions.
- Public Issues and Contributions Committee: Reviewed our safety, health, and environmental performance as well as latest trends and developments in climate science and other public policy issues.
Up Close: Shareholder proposals and proxy statements
Every year, ExxonMobil receives suggestions from shareholders on ways to improve the company. Management and the Board carefully consider these suggestions and, typically, seek a dialogue with the proposal sponsor. This dialogue enables both parties to present their positions and often produces a satisfactory solution. When agreement is not reached, the proposal and the Boards' response and recommendation are published in our proxy statement. Shareholders vote on each proposal at the Annual Shareholders' meeting. The Board evaluates those proposals receiving significant support and acts as appropriate.
Example: Proposal to separate the positions of Chairman of the Board and CEO.
Shareholder request: Amend bylaws to require that an independent director serve as Chairman of the Board and that the Chairman of the Board does not concurrently serve as the CEO. Proponents argue that an independent Chairman would provide better governance through increased Board independence.
Board response: The Board believes that the decision as to who should serve as Chairman and CEO, and whether the offices should be combined or separated, is the proper responsibility of the Board. The members of the Board possess considerable experience and unique knowledge of the challenges and opportunities the Corporation faces. They are, therefore, in the best position to evaluate the current and future needs of the Corporation, and to judge how the capabilities of the directors and senior managers can be most effectively organized to meet those needs. At this time, the most effective leadership structure for the Corporation is for Mr. Tillerson to serve as both Chairman and CEO.
The Board believes there is no single best organizational model that would be most effective in all circumstances, and retains the authority to separate the positions of Chairman and CEO if deemed appropriate in the future.
The Board made changes to the Corporate Governance Guidelines in 2008 to enhance the role of the Presiding Director. The Presiding Director has the authority to call and chair executive sessions and provide feedback to the Chairman, and also to chair Board meetings in the absence of the Chairman.
Communicating with directors
ExxonMobil’s directors welcome and encourage communications with our shareholders. On average, 10 letters are received per month and responded to as appropriate. Interested persons may send e-mails directly to non-employee directors of the Corporation from the corporate governance page of our Web site. Additional instruction is provided in the proxy statement.
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