Board leadership

Report Jan. 5, 2021

In this article

Board leadership

Pictured above is the ExxonMobil board of directors, as of May 1, 2020. 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.

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 lead director to help ensure a level of independence in our board leadership. Board members expect the lead director to serve for a minimum of two years.

In March 2020, the board clarified and enhanced the role of the presiding director, and renamed the role as lead director. The lead director has broad responsibilities, including:

  • Calls, chairs and sets the agenda for executive sessions of the non-employee directors
  • Provides feedback to the chairman
  • 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
  • Reviews committee meeting schedules
  • Engages with shareholders, including on ESG-related matters, as appropriate; and
  • Leads the annual performance evaluation of the board

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. 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. The board believes shareholder interests are best served through a leadership model combining the roles of chairman of the board and chief executive officer. 

2019 performance and initiatives

At year-end 2019, nine of ExxonMobil’s 10 directors were independent as defined by New York Stock Exchange guidelines. In 2019, the board of directors met 10 times. ExxonMobil’s directors, on average, attended approximately 96 percent of board and committee meetings during 2019.

Board diversity 

Overview

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. The board affairs committee recommends board of director candidates in accordance with our Guidelines for the Selection of Non-Employee Directors.

The board considers director longevity of service and experience of great value, but recognizes the importance of director refreshment. 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 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 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 
  • Experience with cyclical businesses such as commodities.

2019 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 2019, 44 percent of the board’s independent directors were female and/or a racial/ethnic minority.

Board risk oversight and sustainability engagement 

Overview

ExxonMobil’s full board of directors provides oversight of key risks to the company’s business. 

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. 

The board receives updates and reviews from internal and external experts on issues of importance to the company. The board oversees a broad spectrum of interrelated risks, with assistance from its committees. This integrated risk management approach facilitates recognition and oversight of important risk interdependencies.

Sustainability-related topics typically fall under the purview of the Public Issues and Contributions Committee. 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.

The board, including the Public Issues and Contributions Committee, visits an ExxonMobil operations site each year. These visits enable directors to observe and provide input on safety, operating practices, environmental performance, technology, products, industry and corporate standards, and community engagement.

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. To learn more about our COVID-19 response, please see the case study.