Board leadership

Report Dec. 20, 2019

In this article

Board leadership

Board of directors

Overview

ExxonMobil’s board of directors provides oversight of the corporation’s affairs. Board members select an independent director to serve as the presiding director to help ensure a level of independence in our board leadership. Board members expect the presiding director to serve for a minimum of two years. The presiding director serves as a liaison to the chairman. The director reviews the schedule and agenda for all board meetings in advance, and in consultation with the chairman, as well as other materials distributed to the directors. The board believes the shareholder interests are best served through a leadership model combining the roles of chairman of the board and chief executive officer. Visit ExxonMobil’s proxy statement for additional information on ExxonMobil’s board members and committees. 

2018 performance and initiatives

At year-end 2018, nine of ExxonMobil’s 10 directors were independent, as defined by New York Stock Exchange guidelines. In 2018, the board of directors met nine times. ExxonMobil’s directors, on average, attended approximately 99 percent of board and committee meetings during 2018.

Board diversity 

Overview

ExxonMobil recognizes that the strength and effectiveness of a board reflects the balance, experience and diversity of the individual directors; their commitment; and the ability of directors to work effectively as a group in carrying out their responsibilities. The board affairs committee recommends board of director candidates in accordance with our Guidelines for the Selection of Non-employee Directors

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. An independent executive search firm helps identify external candidates for consideration who have: 

  • Achieved prominence in their fields;
  • A diversity of backgrounds, including gender and race/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
  • Experience with cyclical businesses such as commodities.

2018 performance and initiatives

The board affairs committee considers recommendations from shareholders and board directors to help ensure the selection process is collaborative. At year-end 2018, 44 percent of the board’s independent directors were female or an ethnic minority.

Engagement on sustainability topics 

Overview

ExxonMobil’s board of directors is responsible for risk oversight. Meeting agendas routinely include sustainability topics and board members review the effectiveness of the company’s policies, programs and practices. The entire board receives regular briefings on public policy, scientific and technical research, as well as company and external positions related to environmental stewardship and climate change. Throughout the year, the board considers several climate-related matters. The board reviews the Outlook for Energy, the company’s safety, health and environmental performance, the annual corporate plan, shareholder proposals and regulatory filings.

Risk oversight is the responsibility of the entire board. The various board committees conduct deeper reviews and provide additional insight on important topics. For example, the audit committee assesses ExxonMobil’s overall risk management approach and structure to confirm risks across the company are being appropriately considered. Several sustainability-related topics typically fall under the purview of the board’s public issues and contributions committee (PICC). The PICC provides oversight of the corporation’s safety, security, health and environmental performance. The members review the company’s management practices on safety, security, health, the environment and corporate social responsibility, including actions taken to address climate change risks. 

2018 performance and initiatives

Spotlight

Public issues and contributions committee

Within ExxonMobil’s board of directors, the public issues and contributions committee reviews company policies, programs and practices on public issues to provide relevant feedback. The broad range of backgrounds and areas of expertise of public issues and contributions committee members helps to identify connections between different issues and ensures the group is able to evaluate and inform the board effectively on complex issues such as climate change risks. The public issues and contributions committee, along with other members of the board of directors, makes annual site visits to ExxonMobil operations to observe and provide input on current operating practices and external engagement.

In 2018, the public issues and contributions committee traveled to ExxonMobil’s Permian operations near Carlsbad, New Mexico. The visit included a tour of a well site where directional drilling and hydraulic fracturing technologies are being employed, as well as a production site where oil and gas are separated and stabilized prior to transport and use. Through these field visits, the committee is able to see first-hand and validate that the risk management process and Operations Integrity Management System are effective at protecting the corporation's employees, the community and the environment. The committee utilizes this information, along with reports on the safety and environmental activities of the operating functions throughout the year, to provide recommendations to the full board.

Related content

Engaging with governments

Sustainability Report Dec. 20, 2019

Ethics and integrity

Sustainability Report Dec. 20, 2019

Shareholder relations

Sustainability Report Nov. 15, 2019

Governance

Good corporate governance creates a business environment conducive to long-term growth. ExxonMobil employs a variety of policies and processes to uphold high ethical standards and promote transparency. Our efforts are underpinned by a board of directors that provides strategic oversight of our corporation’s affairs.

Sustainability Report

Environment

ExxonMobil’s diverse portfolio of projects requires us to work in remote and sensitive environments, including deepwater and biodiverse locations. Our environmental management approach is guided by an understanding of the potential environmental impacts of our operations and a commitment to sustainably develop, maintain and operate projects using appropriate standards that enable us to ‘Protect Tomorrow. Today.’

Sustainability Report

Social

Around the world, ExxonMobil aims to be a preferred business partner, neighbor, employer and supplier. ExxonMobil maintains 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.

Sustainability Topic