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board of directors
As of year-end 2007, of the 12 directors on our Board, 10 are independent as defined by New York Stock Exchange (NYSE) guidelines. Only independent directors serve on our Board Affairs, Compensation, Audit, Public Issues, and Contributions Committees. In 2008, two non-employee directors will retire from the Board under the Board’s usual retirement guidelines. The Board will elect one new non-employee director in January, and a second new non-employee director is expected to be elected to the Board at the Annual Meeting of Shareholders in May. The Board Affairs Committee serves as ExxonMobil’s nominating committee and follows Guidelines for the Selection of Non-Employee Directors that describe qualification criteria of directors.
The Board schedules frequent, regular executive sessions (for independent directors only) generally after each regular Board meeting. In 2007, the Board of Directors met 10 times, and our Committees on Board Affairs, Compensation, and Audit met between 6 and 11 times. This year, climate change topics were again prominent on agendas of both the Public Issues Committee and the full Board.
At ExxonMobil, the Committees on Public Issues, Board Affairs, Contributions, Compensation, and Audit oversee and routinely review corporate citizenship issues. Key topics reviewed by the committees in 2007 included:
- Public Issues Committee: Reviewed our safety, health, and environmental performance as part of our annual corporate stewardship process and the activities of the Global Climate and Energy Project;
- Board Affairs Committee: Reviewed the requirements to call special shareholder meetings, and clarified our Corporate Governance Guidelines to highlight that special meetings can be called by the Board, Chairman, President, or the holder or holders of at least 10 percent of the outstanding shares in accordance with New Jersey law; and,
- Compensation Committee: Drafted language stating that the Board would seek to obtain from each executive officer an amount corresponding to any incentive award that would not have been granted or paid had the results as originally reported been equal to those restated in case of a financial or operating results restatement.
Communicating with Directors
ExxonMobil’s directors welcome and encourage communications with our shareholders. On average, 15 communications are received per month and responded to as appropriate. The Board Affairs Committee established and oversees procedures for shareholders and other interested persons to communicate with the independent directors. These procedures are published in the proxy statement and posted on our Web site.
Written communications should be addressed to the director or directors in care of the Secretary of the Corporation, who will forward as intended or hold for review at the next regular Board meeting. Alternatively, shareholders may send e-mails to a specific director directly from the corporate governance page of our Web site.
