© Copyright 2003-2020 Exxon Mobil Corporation. Good corporate governance creates a business environment conducive to long-term growth. He served as president of Exxon Mobil Corporation in 2016, senior vice president from 2014 to 2016, and vice president, and president, ExxonMobil Refining & Supply Company from 2012 to 2014. Review corporate performance data, learn about our business model, read about our outlook for the energy industry, meet our management committee and more. The committee appointments as of May 27, 2020 are listed below. Woods was elected chairman of the board and CEO effective January 1, 2017, after the retirement of former chairman and CEO Rex Tillerson. © Copyright 2003-2020 Exxon Mobil Corporation. 1’s notice of nomination and nominees in line with the … Directors, on average, attended approximately 96 percent of Board and committee meetings. As a whole, the board reviews litigation and other legal matters; political contributions, budget and policy; lobbying costs; developments in climate science and policy; the company’s work to project future global energy supply and demand, including the Outlook for Energy; the Energy & Carbon Summary; stewardship of business performance; and long-term strategic plans. Principal occupation: Former Chairman of the Board and Chief Executive Officer, Caterpillar Inc. Business experience: Mr. Oberhelman was elected chairman and chief executive officer of Caterpillar in 2010 and relinquished these roles in 2017 and 2016, respectively. review of overall policies and objectives for corporate contributions, and approval of contributions budget (annually). This integrated risk management approach facilitates recognition and oversight of important risk interdependencies. The lead director has broad responsibilities, including: The lead director also chairs the board affairs committee, which has authorities that include establishing the criteria for director engagement with shareholders, overseeing independent director succession planning, and establishing and maintaining procedures for interested parties to communicate with non-employee directors. Business experience: Ms. Braly served as chairman of WellPoint from 2010 to 2012; and president and chief executive officer from 2007 to 2012. other matters relating to the Corporation's business which in the judgment of the chief executive officer are of such significance as to merit the Board's consideration. Current public company directorships: Aptiv PLC (January 2020 - Present) Principal occupation: Former Non-Executive Chairman, President and Chief Executive Officer, State Street Corporation  Investors are seeking to overthrow Exxon’s board of directors in an attempt to reign in massive spending plans, according to reports. filling vacancies on the Board, designation of nominees for election to the Board by the shareholders, and removing directors from the Board for cause including for any material failure to follow the Standards of Business Conduct, the Corporate Governance Guidelines, or any other obligation owed by directors to the Corporation. Report, Sustainability We operate facilities or market products all over the world and explore for oil and natural gas on six continents. Past public company directorships: State Street Corporation (October 2010 - December 2019), Principal occupation: Former Chairman, President and Chief Executive Officer, MetLife. The board, including the Public Issues and Contributions Committee, visits an ExxonMobil operations site each year. Recently, the independent lead director, along with the full board, provided oversight as management guided the company’s response to the COVID-19 pandemic through a series of actions that helped protect our employees, the communities in which we work and people around the world. ExxonMobil is committed to producing the energy and chemical products that are essential to modern life, economic development and improved standards of living. The push is being led by an investment firm called Engine No. ExxonMobil’s diverse portfolio of projects requires us to work in remote and sensitive environments, including deepwater and areas of high biodiversity. The board affairs committee looks for highly qualified, non-employee candidates with demonstrated leadership, competency and a commitment to represent the interests of our shareholders. Powers and Functions Reserved to the Board authority to make foreign exchange transactions. submission to shareholders of any action that requires shareholder approval. Today.’. Exxon Mobil Corporation Board of Directors Resolution Regarding Powers and Functions Reserved to the Board November 1, 2016 "RESOLVED, That, in light of the provisions of New Jersey law that the management of the business and affairs of the Corporation be managed by or under the direction of the Board of Directors … Company profile for Exxon Mobil Corp. including key executives, insider trading, ownership, revenue and average growth rates. authority to advance or loan money to, subscribe to equity capital in, guarantee obligations of, and accept deposits from affiliated companies. SAN FRANCISCO – December 7, 2020 – Engine No. Stay up to date with the latest from ExxonMobil. Exxon's board of directors is a Who's Who of blue-chip corporate executives, but none from the energy industry. We operate facilities or market products all over the world and explore for oil and natural gas on six continents. Past public company directorships: Imperial Oil Ltd. (April 2013 - July 2014), Exxon Mobil Corporation The average tenure of our non-employee directors as of April 2020 was 6.1 years, below the 2019 average of S&P 500 companies of 8 years. The Board appoints Committees to help carry out its duties. Board of Directors in EXXON MOBIL CORP For its 2019 fiscal year, EXXON MOBIL CORP, listed the following board members on its annual proxy statement to the SEC. Previously, Mr. Kandarian had served as Executive Vice President and Chief Investment Officer. ExxonMobil employs a variety of policies and processes to uphold high ethical standards and promote transparency. Business experience: Mr. Palmisano was elected chairman, president, and chief executive officer of IBM in 2003 and relinquished these roles in 2012. Board of Directors Resolution Regarding approval of the Annual Report and proxy statement. Hooley … Current public company directorships: Brookfield Asset Management (May 2015 - Present); Lowe’s (November 2013 - Present); The Procter & Gamble Company (December 2009 - Present), Past public company directorships: WellPoint (June 2007 - August 2012). "RESOLVED, That, in light of the provisions of New Jersey law that  the management of the business and affairs of the Corporation be managed by or under the direction of the Board of Directors and  the provisions of Article IV of the By-Laws, as amended, dealing with the management responsibilities of the officers of the Corporation: A. the Board reserves the following functions to itself (and, to the extent delegated thereto, to its Committees): B. the Board notes that it, or a Board Committee, has heretofore delegated the following specific standing powers to one or more officers of the Corporation and reserves to itself or such Board Committee power to alter any such delegation: C. the Board requests that the chief executive officer refer to it (or to a committee of the Board to which it has delegated responsibility) for consideration and, as appropriate, concurrence: FURTHER RESOLVED, That the resolution on this subject adopted by the Board on May 28, 2008 be and it hereby is revoked.". The board believes shareholder interests are best served through a leadership model combining the roles of chairman of the board and chief executive officer. Experience with cyclical businesses such as commodities. Exxon Mobil Corp. is heading for a proxy showdown after activist investor Engine No. She also served as Senior Vice President, Corporate Strategic Services; and Senior Vice President and President, Document Systems and Solutions Group, and Business Group Operations, at Xerox. The lead director works with the compensation committee to oversee the annual evaluation of the CEO, the communication of resulting feedback to the CEO and the review of CEO succession plans. Exxon Mobil Corporation (NYSE:XOM) issued the following statement in response to Engine No. 1 is calling on ExxonMobil to refresh its board of directors in an effort to reposition itself for long-term, sustainable value creation. The company’s board … ExxonMobil’s full board of directors provides oversight of key risks to the company’s business. To learn more about our COVID-19 response, please see the case study. authority to adopt, terminate, or change employee benefit plans or programs, except major additions or changes to major employee benefit plans or programs, authority to make political contributions in connection with propositions and referenda, to political parties in the United States and to candidates for certain state offices in the United States; and. 1, a new investment firm that seeks to enhance long-term value through active ownership, today announced that it has formally nominated four highly qualified, independent director candidates with diverse track records of success across the energy sector to the Exxon Mobil Corporation (NYSE: XOM) ("ExxonMobil" or the "Company") Board of Directors (the "Board… He retired from MetLife in April 2019. (Reuters) - U.S. oil major Exxon Mobil Corp is planning to add one or more new board directors and stepping up its sustainability investments, the Wall Street Journal reported on … He was elected executive vice president and president, Global Human Health, at Merck in 2007; and executive vice president and general counsel in 2006. Business experience: Mr. Weldon was elected chairman and chief executive officer of Johnson & Johnson in 2002, and relinquished the roles of CEO and chairman in 2012. Doing so will not be easy and will require a board with a diversified level of insight into the evolving trends, technologies, markets, and policies shaping the future of the industry, yet none of ExxonMobil’s independent directors have any other energy industry experience. November 1, 2016. During 2019, the ExxonMobil Board met ten times. authority to open and maintain bank accounts. Current public company directorships: None, Principal occupation: Former Chairman of the Board, President and Chief Executive Officer of WellPoint (now Anthem), a health insurance company. Jan. 5, 2021, Sustainability In March 2020, the board clarified and enhanced the role of the presiding director, and renamed the role as lead director. Current public company directorships: AECOM (March 2019 - Present), Past public company directorships: MetLife (May 2011 - April 2019). The company’s board affairs committee will evaluate Engine No. Principal occupation: President Emerita of the Woods Hole Oceanographic Institution, a global research organization. 1 Formally Nominates Four Director Candidates to ExxonMobil Board. ExxonMobil has engaged with Engine No. According to a 2018 proxy statement filed with the Securities and Exchanges Commission (SEC), the average level of compensation for Exxon’s board of directors in 2017 was almost $365,000. establishment of committees of the Board and appointment of committee members. As a member of Board of Directors at EXXON MOBIL CORP, S. J. Palmisano made $291,696 in total compensation. authority to enter into tax-exempt financing of the facilities and operations of the Corporation or of its affiliates. Joseph Hooley elected to ExxonMobil Board of Directors IRVING, Texas – Exxon Mobil Corporation said today that Joseph L. Hooley has been elected to its board of directors, effective Jan. 1, 2020. Engine No. Article. 1, a new investment firm that seeks to enhance long-term value through active ownership, today announced its intention to nominate four highly qualified, independent director candidates to the Exxon Mobil Corporation (NYSE: XOM) (“ExxonMobil” or the “Company”) Board of Directors … With longstanding investments in technology coupled with the ingenuity of our people, we are well positioned to continue to responsibly meet the demands of a more prosperous world. Each Committee reviews the results of its meetings with the full Board. appointment of independent auditors by the Audit Committee, subject to shareholder ratification and receiving of auditors' reports. 1 formally nominated four directors to the board of the energy giant, which is facing … Before joining MetLife, he was Executive Director of the Pension Benefit Guaranty Corporation. Business experience: Mr. Kandarian was elected Chairman of the Board of MetLife in January 2012. In particular, Board Committees work on key issues in greater detail than would be possible at full Board meetings. establishment of divisions of the Corporation and appointment of the presidents thereof. From left: Angela Braly, Kenneth Frazier, Joseph Hooley (joined January 2020), Ursula Burns, Samuel Palmisano, Darren Woods, Douglas Oberhelman, Steven Reinemund (since retired), William Weldon, Susan Avery and Steven Kandarian. Click on the Committee title to view that Committee's charter. election of officers of the Corporation, designation of the chief executive officer of the Corporation and authorization to any officer of the Corporation to appoint assistant officers. The committee oversees operational risks, such as those relating to employee and community safety, health and environmental performance, including actions taken to address climate change-related risks; security matters; and reviews and provides advice on objectives, policies and programs related to political and other contributions. Engine No. Ms. Burns served as Chairman of Xerox from 2010 to June 2017. … He served as senior vice president and general counsel at Merck from 1999 to 2006. 1’s nomination of directors for election to ExxonMobil’s board of directors at its 2021 annual meeting of shareholders. the long term strategy and corporate plan of the Corporation, and significant changes thereto. Public Issues and Contributions Committee. He became President and CEO in May 2011. She served as executive vice president, general counsel and chief public affairs officer of WellPoint from 2005 to 2007, and president and chief executive officer of Blue Cross Blue Shield of Missouri from 2003 to 2005. He was elected group president of Caterpillar in 2002; and vice president, Engine Products Division in 1998. The board considers director longevity of service and experience of great value, but recognizes the importance of director refreshment. An independent executive search firm helps identify external candidates for consideration who have: The board affairs committee considers recommendations from shareholders and board directors to help ensure the selection process is collaborative. This is not a criticism of any director… authority to execute documents on behalf of the Corporation. 1 since mid-December. No director attended less than 75 percent of such … University and National Labs partnerships, Innovating Energy Solutions: R&D Highlights, Guidelines for the Selection of Non-Employee Directors, Calls, chairs and sets the agenda for executive sessions of the non-employee directors, Chairs meetings of the board in the absence of the chairman, In consultation with the chairman, reviews and approves the schedule and agenda for all board meetings and reviews associated materials distributed to the directors, Engages with shareholders, including on ESG-related matters, as appropriate; and, Leads the annual performance evaluation of the board. It is headquartered in Irving, Texas, United … significant sales, transfers, or other dispositions of property or assets. All Rights Reserved. With longstanding investments in technology coupled with the ingenuity of our people, we are well positioned to continue to responsibly meet the demands of a more prosperous world. Our efforts are underpinned by a board of directors that provides strategic and independent oversight of our corporation’s affairs. Name He also served as vice chairman from 2001 to 2002 and as worldwide chairman, Pharmaceuticals Group, from 1998 to 2001. He served as Chief Executive Officer from 2010 to 2018 and President from 2008 to 2014. According to the email, ExxonMobil is "very close" to completing its jobs review and expects to give U.S. employees an update following a discussion with the company's board of directors. We intend to nominate four highly qualified, independent individuals who will bring to the ExxonMobil Board … (Bloomberg) -- Exxon Mobil Corp. is heading for a proxy showdown after activist investor Engine No. These visits enable directors to observe and provide input on safety, operating practices, environmental performance, technology, products, industry and corporate standards, and community engagement. ExxonMobil has engaged with Engine No. ExxonMobil’s directors, on average, attended approximately 96 percent of board and committee meetings during 2019. 1 formally nominated four directors to the board of the energy giant, which is facing … Purposes of the committee. The board affairs committee recommends board of director candidates in accordance with our Guidelines for the Selection of Non-Employee Directors. The board oversees a broad spectrum of interrelated risks, with assistance from its committees. All Rights Reserved. As one of the world's largest publicly traded energy providers and chemical manufacturers, ExxonMobil develops and applies next-generation technologies to help safely and responsibly meet the world's growing needs for energy and high-quality chemical products. He also served as vice president and chief financial officer of Caterpillar from 1995 to 1998. Activist investor Engine No. Current public company directorships: Merck (January 2011 - Present), Age 63, Director since 2020 Other directors serve as alternate members of the Executive Committee on a rotational basis. … 1 has recommended executives with expertise in oil and gas, as … 1’s nomination of directors for election to ExxonMobil’s board of directors at its 2021 annual meeting of shareholders. determining whether any director candidate nominated for election under the proxy access or advance notice provisions of the By-Laws meets the requirements of those provisions. significant changes in policies of broad application, an annual review of political contributions made by Corporation interests in the United States and Canada, and. Hence, it is lucrative to become the board of director in the company. Around the world, ExxonMobil aims to be a preferred business partner, neighbor, employer and supplier. Exxon Mobil Corporation (XOM) issued the following statement in response to Engine No. Board members select an independent director to serve as the lead director to help ensure a level of independence in our board leadership. Details concerning the nominees of ExxonMobil’s Board of Directors for election at the 2021 Annual Meeting will be included in the Proxy Statement. 1 since mid-December. Pictured above is the ExxonMobil board of directors, as of May 1, 2020. Engine No. From left: Angela Braly, Kenneth Frazier, Joseph Hooley (joined January 2020), Ursula Burns, Samuel Palmisano, Darren Woods, Douglas Oberhelman, Steven Reinemund (since retired), William Weldon, Susan Avery and Steven Kandarian. A diversity of backgrounds, including gender and racial/ethnic diversity; Experience and demonstrated expertise in managing large, complex organizations such as that of chief executive officers or senior executives of a large company or organization with global operations; Expertise in financial and other risk management; Experience on one or more boards of significant public organizations or nonprofit organizations; Expertise resulting from significant professional or academically based scientific or research activities; and. Current public company directorships: Nestlé (April 2017 - Present); Uber Technologies, Inc. (May 2019 - Present), Past public company directorships: Veon (July 2017 - May 2020); Xerox (April 2007 - June 2017); American Express (January 2004 - May 2018). Review corporate performance data, learn about our business model, read about our outlook for the energy industry, meet our management committee and more. ExxonMobil is one of the largest oil and gas corporations in the world. Engine No. Pictured above is the ExxonMobil board of directors, as of May 1, 2020. setting the date, time and place of shareholder meetings. He previously served as Chief Operating Officer. Board members expect the lead director to serve for a minimum of two years. Sustainability-related topics typically fall under the purview of the Public Issues and Contributions Committee. Business experience: Mr. Hooley served as Non-Executive Chairman of State Street Corporation from 2011 to 2019. (Bloomberg) -- Exxon Mobil Corp. is heading for a proxy showdown after activist investor Engine No. Exxon Mobil Corporation (NYSE:XOM) issued the following statement in response to Engine No. Of this total $120,000 was received as fees earned or paid in cash, $0 was received as … authorization of political contributions and political action committees, except as delegated to officers of the Corporation as described in B.11 below, adoption of such policies and the taking of such other actions as the Board deems to be in the best interests of the Corporation; and. ExxonMobil has a proven record of successfully meeting society's evolving demand for energy. In doing this, we are also committed to protecting our people, the environment and the well-being of communities where we operate. View detailed XOM description & address. Highly Qualified, Independent Nominees Bring Range of Diversified Energy Experience Required to Protect … The primary purposes of the Board Affairs Committee (the "Committee") are to monitor compliance with good corporate governance standards; to identify individuals qualified to become Board members; to recommend to the Board director … Guidelines for the Selection of Non-employee Directors, Guidelines for Review of Related Person Transactions, University and National Labs partnerships, Innovating Energy Solutions: R&D Highlights. Business experience: Dr. Avery served as president and director of the Woods Hole Oceanographic Institution from 2008 to 2015. issuance and acquisition of long-term debt or shares of stock, and the fixing of the consideration for treasury shares to be disposed of by the Corporation, except as delegated to the Treasurer as described in B.7 below. ExxonMobil is committed to producing the energy and chemical products that are essential to modern life, economic development and improved standards of living. Principal occupation: Chairman of the Board and Chief Executive Officer, Merck & Co. Business experience: Mr. Frazier was elected chairman and chief executive officer of Merck in 2011, and served as president from 2010 until 2019. Sustainability adoption of any new major employee benefit plans and programs and approval of any major amendment of an existing major employee benefit plan or program (e.g., Pension Plan and Savings Plan) which might involve substantial cost to the Corporation or significantly alter the scope, nature or degree of benefits. Mr. Palmisano also served as president, senior vice president and group executive for IBM’s Enterprise Systems Group, IBM Global Services, and IBM’s Personal Systems Group. At year-end 2019, 44 percent of the board’s independent directors were female and/or a racial/ethnic minority. The current chairman of the board and CEO of Exxon Mobil Corp. is Darren W. Woods. • Report IRVING, Texas–(BUSINESS WIRE)–Exxon Mobil Corporation (NYSE:XOM) issued the following statement in response to Engine No. IRVING, Texas--(BUSINESS WIRE)-- Exxon Mobil Corporation (NYSE: XOM) issued the following statement in response to Engine No. Addressing the fundamental issues at ExxonMobil (NYSE: XOM) will not be easy and will require directors with relevant industry experience and skills. We maintain a corporate-wide commitment to safeguarding the health and security of our employees and the public, responsibly managing our social impacts, and upholding respect for human rights in our operations. I. BEFORE MAKING ANY VOTING … 1 has reportedly lined up four individuals who have agreed to fill seats on the Exxon Board of Directors … The board receives updates and reviews from internal and external experts on issues of importance to the company. authority to open and maintain brokerage accounts. 1 since mid-December. She served as interim dean of the graduate school and vice chancellor for research, interim provost and executive vice chancellor for academic affairs at the University of Colorado Boulder from 2004 to 2008. In 2019, the board of directors met 10 times. She was elected Chief Executive Officer in 2009 and President in 2007, and relinquished these roles in 2016. authority to maintain an inventory of Corporation stock in the Treasury. Current public company directorships: CVS Caremark (March 2013 - Present), Past public company directorships: JPMorgan Chase (March 2005 - April 2019); Chubb (May 2013 - January 2016); Johnson & Johnson (February 2001 - December 2012), Principal occupation: Chairman of the Board and Chief Executive Officer, Exxon Mobil Corporation. Before his election as chairman and CEO, Woods was elected president of ExxonMobil and a member of the board of directors … As one of the world's largest publicly traded energy providers and chemical manufacturers, ExxonMobil develops and applies next-generation technologies to help safely and responsibly meet the world's growing needs for energy and high-quality chemical products. As revised by the Board of Directors effective November 1, 2017. authority to determine whether an indemnity bond shall be required as a condition to the transfer of a share certificate alleged to have been lost, destroyed or wrongfully taken and, if so, the sufficiency thereof. ExxonMobil’s board of directors provides oversight of the corporation’s affairs. 1, according to CNN Business. Business experience: Mr. Woods was elected chairman of the board and chief executive officer of Exxon Mobil Corporation in 2017. In doing this, we are also committed to protecting our people, the environment and the well-being of communities where we operate. investment plans which would involve significant commitments of financial, technological or human resources, or would involve significant risks for the Corporation. Corporate governance ExxonMobil believes the strength and effectiveness of the board reflects the balance, experience and diversity of the individual directors; their commitment; and the ability of the directors to work effectively as a group in carrying out their responsibilities. Topic. Principal occupation: Former Chairman of the Board, VEON Ltd. Business experience: Ms. Burns served as Chairman of VEON from July 2017 through May 2020, and served as Chief Executive Officer from December 2018 through February 2020. Our environmental management approach is guided by an understanding of the potential environmental and socioeconomic impacts of our operations and a commitment to develop, maintain and operate projects sustainably, using appropriate standards that enable us to ‘Protect Tomorrow. review of summary financial and operating results (quarterly). ExxonMobil has a proven record of successfully meeting society's evolving demand for energy. Current public company directorships: Bombardier (November 2017 - Present), Past public company directorships: Caterpillar (July 2010 - March 2017); Eli Lilly and Company (December 2008 - February 2015), Principal occupation: Former Chairman of the Board, President and Chief Executive Officer, IBM. Stay up to date with the latest from ExxonMobil. ExxonMobil … ExxonMobil has engaged with Engine No. 1’s nomination of directors for election to ExxonMobil’s board of directors at its 2021 annual meeting of shareholders. At year-end 2019, nine of ExxonMobil’s 10 directors were independent as defined by New York Stock Exchange guidelines. 1’s nomination of directors for election to ExxonMobil’s board … Past public company directorships: IBM (July 2000 - September 2012); American Express (March 2013 - May 2019), Principal occupation: Former Chairman of the Board and Chief Executive Officer, Johnson & Johnson. registration and listing of securities and appointment of transfer agents and registrars. 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