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Corporate governance

Ethics and integrity

We observe the highest standards of integrity and ethics to develop, approve and implement projects around the world. ExxonMobil requires that employees, officers, directors and those working on our behalf comply with all applicable laws. In 2016, nearly 47,000 employees and contractors participated in anti-corruption training and business practice reviews.

Board leadership

ExxonMobil’s affairs are managed independently under the direction of our board of directors. All directors are required to stand for election each year at our annual meeting of shareholders. The ExxonMobil board currently stands at 13 directors, 12 of whom are non-employee directors. We value the diversity of the board in regard to gender, race, geography, experience and fields of expertise. In 2016, 45 percent of the board’s independent directors were female, African-American or from outside the United States. Our most recent board member additions include Angela Braly and Susan Avery. Angela Braly was elected to the ExxonMobil board in 2016. Her current company directorships include Brookfield Asset Management, Lowe’s and Procter & Gamble. Susan Avery was elected to the board in early 2017. Dr. Avery, an atmospheric scientist, is the former president and director of the Woods Hole Oceanographic Institution. Corporate citizenship topics typically 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 meetings. While risk oversight is the responsibility of the entire board, committees help the board focus on risk aspects relevant to each committee.

Photo — ExxonMobil directors (bottom row) attending the PICC trip to Baytown and Mont Belvieu, along with ExxonMobil executives. From left: (Top row) Woody Paul, Paul Fritsch, Mike Dolan, Jeff Woodbury, Paul Guilfoyle, Cindy Shulman, (Bottom row) Peter Brabeck-Letmathe, Henrietta Fore, Kenneth Frazier, Steven Reinemund, Angela Braly and Douglas Oberhelman.

Shareholder relations

In 2016, we held 51 shareholder engagements on environmental, social and governance issues. These engagements have frequently allowed us to reach common ground with our shareholders, in some cases avoiding the need for more formal shareholder proposals at the annual shareholders meeting. At the corporation’s 2016 annual meeting, shareholders owning approximately 3.5 billion — or more than 85 percent — of outstanding shares were represented.

Political advocacy and contributions

Because public policy decisions made at all levels of government can have significant effects on our current and future operations, ExxonMobil communicates its positions to the U.S. Congress, state legislatures and governments around the world. In 2016, we reported total federal lobbying expenses of about $12 million in our disclosure reports to Congress. ExxonMobil engaged last year on a variety of issues. For example, ExxonMobil and the American Chemistry Council strongly advocated in support of the bipartisan legislation to enhance the Toxic Substances Control Act (TSCA) process and provide for a uniform national system of chemical regulation. In June 2016, the president signed into law the Frank R. Lautenberg Chemical Safety for the 21st Century Act, which reauthorized and modernized TSCA to strengthen safety standards.

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