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Our board of directors*
* This information is drawn from the 2009 Corporate Citizenship Report and does not reflect recent changes to board composition.
"ExxonMobil has a very good governance profile. The company has a comprehensive corporate governance program and discloses an extensive set of policies and procedures."
—GovernanceMetrics International
Our Board of Directors provides independent oversight of the management of the Corporation. All directors stand for election at our Annual Meeting of Shareholders. At year-end 2009, 9 of 10 directors and all members of key Board committees, including the presiding director, were independent, as defined by NYSE guidelines. ExxonMobil seeks candidates with a diverse set of business or academic experiences as well as gender and ethnic diversity. Two women, one of whom is African-American, and one African-American male served on the Board. In 2009, the Board of Directors met 11 times and our Audit, Board Affairs, Compensation, and Public Issues and Contributions Committees each met between 5 and 11 times. The Board evaluates its performance and effectiveness annually. Corporate citizenship topics are routinely reviewed at Board and Board committee meetings. For more information about the Board, see our Proxy Statement.
Presiding director
The independent members of the Board annually select an independent director to serve as presiding director to act as a liaison with the chairman and chair Board meetings in his absence. The presiding director chairs executive sessions of the non-employee directors and provides feedback to the chairman. All directors have the authority to call executive sessions, which are regularly scheduled without management present.
Board committees
Corporate citizenship topics are generally overseen by the Board Affairs, Compensation, and Public Issues and Contributions Committees, and are routinely reviewed at committee meetings. Each committee’s charter is available on our Web site along with more information about the citizenship topics overseen by each committee.
Executive compensation
At ExxonMobil, the most senior executives — including the chief executive officer (CEO), named executive officers, and 1200 other U.S. executives — participate in a common compensation program. Compensation decisions are evaluated over multiple-year periods and are subject to company performance. Key criteria include company performance factors such as earnings; safety, health, and environmental performance; and effective actions that support the long-term, strategic direction of the company. Each year, the executives are assessed on both an absolute basis and relative to companies of comparable size and scope, and on how well they are executing the long-term strategies outlined for their operating unit and the Corporation as a whole.
Communicating with directors
ExxonMobil’s directors welcome and encourage communication with shareholders. On average, five letters are received per month. The most common subjects include executive compensation, environmental or other public issues, dividends, gasoline prices, and corporate governance. Individuals may send e-mails directly to our non-employee directors from the corporate governance page of our Web site or may send written letters in care of the Secretary of the Corporation.
Up close:
Shareholder proposals and proxy statements
Every year, ExxonMobil receives suggestions from shareholders on ways to improve the company. Management and the Board consider these suggestions and, typically, seek a dialogue with the proposal sponsor. This dialogue enables both parties to present their positions and often produces a satisfactory solution.
When agreement is not reached, the proposal and the Board's response and recommendation are published in our proxy statement for review at the Annual Meeting of Shareholders. In 2009, over 4 billion—or nearly 83 percent—of the outstanding shares were represented at the annual meeting. Shareholders voted on directors, independent auditors, and 11 shareholder proposals. The Board is evaluating those proposals that received significant support. ExxonMobil thanks the many shareholders who returned their proxy votes in 2009.
| Annual Meeting Proxy Items | Percent Votes For¹ | ||
|---|---|---|---|
| 2007 | 2008 | 2009 | |
| 2Election of Directors | 93 | 95.1 | 95.2 |
| 2Ratification of Independent Auditors | 98 | 98 | 98.5 |
| Advisory Vote on Executive Compensation | 41.3 | 40.7 | 41.4 |
| Special Shareholder Meetings | 47.7 | n/a | 40.8 |
| Amendment of Equal Employment Opportunity Policy |
37.7 | 39.6 | 39.3 |
| Board Chairman and CEO | 40 | 39.5 | 29.5 |
| Greenhouse Gas Emissions Goals | 31.1 | 30.9 | 29 |
| Cumulative Voting | 31.9 | n/a | 28.6 |
| Renewable Energy Policy | n/a | 27.5 | 27.3 |
| Executive Compensation Report | 11.6 | 10.9 | 11.6 |
| Climate Change and Technology Report | n/a | 10.4 | 10 |
| Corporate Sponsorships Report | n/a | 9.7 | 7.9 |
| Incorporate in North Dakota | n/a | n/a | 4.8 |
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1Abstentions count for quorum purposes, but not for the voting of these proposals. 2Proposals submitted by the Board. |
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