Environment, Safety and Public Policy Committee Charter
As revised by the Board of Directors on
October 25, 2022
I. Purpose of the committee
The primary purposes of the Environment, Safety and Public Policy Committee (the "Committee") are to review and provide advice, as the Committee deems appropriate, regarding the Corporation's policies, programs and practices on public issues of significance including their effects on safety, security, health and the environment; and to review and provide advice on the Corporation's overall contributions objectives, policies and programs.
II. Committee membership
The Committee shall have at least three members. Committee members shall be appointed by the Board from among its members and may be removed by the Board at any time. Each member of the Committee must satisfy such criteria of independence as the Board may establish and such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate. Members of the Committee should be suitably knowledgeable in matters pertaining to public issues. The actual number of members shall be determined from time to time by resolution of the Board. Two members of the Committee shall constitute a quorum thereof.
III. Committee structure and operations
The Chair of the Committee shall be designated by the Board. The Committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the Committee. In addition to the regular meeting schedule established by the Committee, the Chair of the Committee may call a special meeting at any time.
The Secretary of the Corporation shall be the Secretary of the Environment, Safety and Public Policy Committee unless the Committee designates otherwise.
In the absence of the Chair during any Committee meeting, the Committee may designate a Chair pro tempore.
The Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent.
The Committee may establish subcommittees consisting of one or more members to carry out such duties as the Committee may delegate.
IV. Committee activities
The following shall be the common recurring activities of the Committee in carrying out its purpose. These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.
- Review the Corporation's policies, programs and practices on public issues of significance and make such recommendations to the Board with respect thereto as it may deem advisable.
- Review the effectiveness of the Corporation's policies, programs and practices on safety, security, health, environment, and social issues and make such recommendations to the Board with respect thereto as it may deem advisable.
- Complete an annual review of safety, security, health and environmental performance of major operating organizations.
- Complete an annual visit to one of ExxonMobil's operating sites to review matters such as safety, security, health, environment, and community relations programs and practices.
- Review each year, prior to the development of the following year's contributions budgets, proposed overall contributions objectives, policies and programs, including, as appropriate, goals and criteria, the level of corporate contributions, the subject areas to which contributions are to be made and the relative weighting thereof, and make such recommendations to the Board with respect thereto as it may deem advisable.
- Review, prior to the regular meeting of the Board held in November of each year, the proposed contributions budgets of the Corporation and of its consolidated affiliates, as to the consistency of such budgets with the contributions objectives, policies and programs established by the Board in respect of each year, and possible contributions of an unusual amount and report to the Board.
- Take such other action and do such other things as may be referred to it from time to time by the Board.
V. Committee evaluation
The Committee will annually complete a self-evaluation of the Committee's own performance and effectiveness and will consider whether any changes to the Committee's charter are appropriate.
VI. Committee reports
The Chair of the Committee will report regularly to the full Board on the Committee's activities, findings, and recommendations, including the results of the Committee's self-evaluation and any recommended changes to the Committee's charter.
VII. Resources and authority of the committee
The Committee has the authority to retain such outside advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors.