Guidelines for the Selection of Non-employee Directors


Guidelines for the Selection of Non-employee Directors

As amended by the Board of Directors
November 1, 2016

Candidates for non-employee director of Exxon Mobil Corporation should be individuals who have achieved prominence in their fields, with experience and demonstrated expertise in managing large, relatively complex organizations, and/or, in a professional or scientific capacity, be accustomed to dealing with complex situations preferably those with worldwide scope.

A substantial majority of the Board must meet the independence standards described in the Corporation's Corporate Governance Guidelines, and all candidates must be free from any relationship with management or the Corporation which would interfere with the exercise of independent judgment.  Candidates should be committed to representing the interests of all shareholders and not any particular constituency.

The Board believes a director should be able to serve for at least several years.  Candidates should bring integrity, insight, energy, and analytical skills to Board deliberations, and must have a commitment to devote the necessary time and attention to oversee the affairs of a corporation as large and complex as ExxonMobil. ExxonMobil recognizes the strength and effectiveness of the Board reflects the balance, experience, and diversity of the individual directors; their commitment; and importantly, the ability of directors to work effectively as a group in carrying out their responsibilities.  ExxonMobil seeks candidates with diverse backgrounds who possess knowledge and skills in areas of importance to the Corporation. Acting on the recommendation of the Board Affairs Committee, the Board shall assign members with particular experience required for service on key Board committees, as described in the committee charters.

Director candidates nominated pursuant to the proxy access or advance notice provisions of the By-Laws shall also be subject to the requirements specified in those provisions.

The Board Affairs Committee considers suggestions for possible director candidates from current directors, shareholders, and other sources.  All suggestions will be considered in the same manner.