For example, the PICC is charged, among other duties, with reviewing the effectiveness of the company’s policies, programs and practices with respect to the environment. The committee hears reports from operating units on environmental activities and also visits operating sites to observe and comment on current practices. The entire board receives briefings by internal experts on environmental stewardship and climate change. Board leadership structure Each year, board members select an independent director to serve as the presiding director, with the expectation that person will serve for a minimum of two years. The presiding director sets the agenda and chairs executive sessions of the independent directors and coordinates with the chairman on the agenda for meetings of the full board. At this time, the board believes the interests of shareholders are best served through a leadership model that combines the roles of chairman of the board and chief executive officer (CEO). With more than 40 years of service in both domestic and international positions with the company, our current CEO possesses in-depth knowledge of the corporation and the challenges of an evolving energy industry. For more information about our board structure, visit the corporate governance section of our website.
and competitive harm to U.S. companies. The American Petroleum Institute (API), of which ExxonMobil is a member, submitted recommendations to the SEC outlining a potential new approach to transparency reporting that focuses on government receipts by resource type and production method and that protects companies from disclosing commercially sensitive information. The recommendations would also give citizens the information they need to determine their government’s resource revenues. In July 2013, the European Union (EU) approved a revised accounting directive that mandates government payment reporting. The United Kingdom implemented its reporting rule in 2015, and more EU member states are expected to do so this year. We remain concerned about the new EU rules, which impose a fragmented approach that will not give civil society a means to compile and analyze government revenue or give companies protection from disclosing commercially sensitive information. Nevertheless, we are preparing data gathering, verification and reporting systems and processes to comply with new requirements as the directive is transposed into local law in each EU member state. The SEC published a revised draft payment disclosure rule on December 11, 2015, which largely adopts the EU model rather than the approach API is advocating. We oppose the SEC’s new proposed rule on the same grounds of our opposition to its 2012 proposed rule and continue to encourage the adoption of a rule that generates data that host country citizens can access and use while simultaneously protecting companies from competitive harm. society and financial institutions is the Extractive Industries Transparency Initiative (EITI). This initiative is dedicated to strengthening governance by improving transparency and accountability in the extractives sector. Companies and governments participating in EITI separately report payments and revenues, respectively, allowing EITI to reconcile any differences between the totals and publish validated total government revenues. A global program that encourages transparency and collaboration among governments, companies, civil
Since EITI’s inception more than a decade ago, ExxonMobil has had an active role at both the secretariat and country levels. An ExxonMobil representative has served on the EITI board as either a primary or alternate member since it began. In 2013, the program released an expanded EITI Standard outlining how countries can implement the EITI. The Standard requires commitment from all participants as stated in Principle 5: “We underline the importance of transparency by governments and companies in the extractive industries and the need to enhance public financial management and accountability.” Our efforts in 2015 focused on helping the EITI member countries where we operate comply with expanded requirements of the 2013 Standard . ExxonMobil supports the EITI application, validation and implementation processes in 20 countries, and we are working with governments in a number of other countries including Equatorial Guinea and Mexico, which are considering joining EITI. There are currently about 50 countries that are compliant members or have been accepted as candidates to begin reporting under the EITI Standard . Board of directors ExxonMobil’s board of directors provides independent over- sight of the corporation’s affairs. All directors are required to stand for election at our annual meeting of shareholders. At year-end 2015, 11 of 12 directors, including the presiding director and all members of the audit, compensation, public issues and contributions, and board affairs committees, were independent as defined by New York Stock Exchange guidelines. In 2015, the board met 11 times, including a board visit to Papua New Guinea to learn more about our Upstream activities and practices in that area. For more information about that visit, see the Up Close on the following page. Corporate citizenship topics fall under the purview of the public issues and contributions committee (PICC), the board affairs committee and the compensation committee, and are routinely reviewed at board committee meetings. While risk oversight is the responsibility of the entire board, committees help the board focus on risk aspects relevant to each committee.
Corporate governance
Board selection process Maintaining a diverse board in regard to gender, race, geography, experience and fields of expertise is important for the company to succeed in a globalized market. The board affairs committee recommends board of director candidates in accordance with the Guidelines for the Selection of Non-Employee Directors , and diversity is a key consideration.
Corporate governance exxonmobil.com/citizenship
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