ExxonMobil
(XOM): Board Policies, Composition, and Pay Undermine Ability to Mitigate Key Risks
ExxonMobil’s
financial performance has suffered considerably during a prolonged period of lower oil prices. Profits and shareholder payouts
have both fallen, and following months of SEC and Attorney General investigations, the company in 2016 reduced proved reserves
by billions of barrels of oil equivalent and took a $2 billion impairment charge. The company faces a complex future, with shale
oil production, alternative energy technology, and climate change policies all contributing to the “lower-for-longer”
oil price environment, posing substantial challenges to ExxonMobil’s current business strategy. Skillful, open-minded, engaged
and forward-looking board leadership will be required for the company to successfully navigate a complex and constantly shifting
business environment.
In
our view, ExxonMobil’s board of directors must undergo substantial reform if it is to competently meet the challenges of
this environment. While the company has a new CEO and a new board member with climate expertise,
we believe that the ExxonMobil
board’s investor engagement policies, composition, succession planning, and pay practices do not reflect corporate governance
best practices.
These areas of concern exacerbate ExxonMobil’s exposure to material long-term risks and undermine its
ability to adapt to the complexities of its future.
Our
specific concerns include:
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1.
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ExxonMobil’s
documented policy of preventing investors from engaging directly with members of its
board
to discuss company strategy, financial performance, risks and opportunities,
and other topics germane to the board. This antiquated policy is out of step with widely
recognized best practices for corporate governance and undercuts the board’s ability
to gain valuable outside advice and perspectives.
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2.
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Lack
of clear and transparent succession planning for retiring board members
, particularly
given the mismatches we see between the skills and orientation of outgoing directors
and the strategic challenges facing the company. For example, ExxonMobil’s outgoing
Audit Committee chair lacked relevant financial expertise during a time of regulatory
scrutiny and business model transformation, and though his and other board members’
retirement dates were known in advance, no replacements have been nominated for the 2017
annual shareholder meeting nor has the company discussed plans for the directors’
replacements.
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3.
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Board
compensation practices that may create perverse incentives as directors approach retirement.
ExxonMobil provides that most director equity-based pay does not vest until the mandatory
retirement age of 72, an unusual proviso, under which directors can potentially forfeit
what can amount to millions of dollars in pay if they leave the board before retirement.
As they approach retirement, directors’ time until payout shortens while the value
of their equity compensation increases – a dynamic that can compromise director
independence and objectivity, as directors nearing retirement may not voice dissenting
opinions for fear of putting their impending payout at risk of forfeiture.
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Board
oversight of these matters fall within the purview of ExxonMobil’s Board Affairs Committee, which oversees board nominations,
compensation, and practices. Kenneth Frazier has chaired this committee since 2012. BlackRock, ExxonMobil’s second largest
shareholder, voted “withhold” on Frazier in 2016, reportedly in protest of the company’s investor engagement
practices. ExxonMobil shareholders also passed a resolution in 2016 calling on the company to adopt proxy access so that long-term
shareholders would have a means to ensure that their voices and perspectives were properly represented on the board.
ExxonMobil
will hold its annual shareholder meeting on May 31
st
, 2017. Shareholders should consider whether Kenneth Frazier and
other members of the Board Affairs Committee have properly discharged their responsibilities across the dimensions of investor
engagement, succession planning and director compensation in a manner that promotes good corporate governance practices and serves
shareholders’ best interests.
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www.5050climate.org | Shareholder Briefing Paper: ExxonMobil (XOM)
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Context:
ExxonMobil Struggles to Perform in Low Oil Price Environment
The low oil price environment of the past two years shows no sign of abating, with U.S. shale’s short cycle and lower cost
basis undermining OPEC’s attempts to raise oil prices through supply cuts. In our view, ExxonMobil’s performance over
this low-price period reinforces the need for proactive risk analysis and strategic planning.
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Total
Shareholder Return lagged the S&P 500 over the last 5 years, and 2016 earnings fell
to lows not seen since Exxon and Mobil merged in 1999.
1
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The
company failed to generate sufficient free cash flow to cover dividends for both FY 2015
and FY 2016, even including cash inflows due to asset sales.
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ExxonMobil’s
decision to reduce proved reserves by 3.3 billion barrels of oil equivalent and take
a $2 billion impairment charge followed scrutiny by the SEC and several state Attorneys
General.
2
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According
to Bloomberg, as of February 2017 the proportion of analysts rating ExxonMobil a “buy”
is at its lowest level since 1997.
3
Multiple analysts recently reiterated negative or neutral ratings after the company’s
Q1 results were reported on April 28, 2017.
4
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Looking
forward, we believe that the current low-price environment serves to preview the potential effects of market forces and/or global
policies that constrain fossil fuel demand. OPEC’s struggle to regain higher oil prices in the face of increased U.S. shale
oil production highlights a significant shift in the global strategic energy landscape, with significant implications for the
capital allocation and payout policies of ExxonMobil and its competitors.
5
ExxonMobil’s
most recent annual report highlighted both climate change and alternative energy as risk factors for the company.
6
Investors have been pressing ExxonMobil to report on the resilience of its reserves and other assets under a range
of scenarios, including one in which governments have adopted carbon restrictions and related rules and commitments to achieve
the goal of reducing average global temperature to two degrees Celsius below pre-industrial levels.
7
While 38 percent of votes cast at ExxonMobil’s 2016 AGM voted in support of a resolution calling on the company
to provide for such disclosures, thus far the company has refused to do so.
8
This economic and policy backdrop reflects a stark reality of the long-term financial, strategic and competitive risks ExxonMobil
faces.
In
our view, these extraordinary circumstances call for stronger and more contemporary corporate governance practice. This includes
meaningful board engagement with investors, more transparent disclosures on material risks faced by the company, ensuring that
the board possesses the requisite competencies to navigate current and future challenges and complexities, and a better alignment
of incentives to promote long-term strategic thinking.
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www.5050climate.org | Shareholder Briefing Paper: ExxonMobil (XOM)
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ExxonMobil’s
“Cloistered” Pattern of Preventing Board Members From Engaging Directly With Shareholders is Out of Step With Best
Governance Practices
The
Financial Times
reported in 2016 that Kenneth Frazier, chair of ExxonMobil’s Board Affairs Committee, put in
place a policy of preventing directors from speaking directly with shareholders, instead requiring investors to submit messages
of no longer than 2,200 characters through a form on the company’s website. Investors have spoken out against ExxonMobil
board members refusing to engage with shareholders for a number of years.
9
Last
year, Anne Simpson, head of Corporate Governance at CalPERS, called the company’s “cloistered” approach “extraordinary.”
As she was quoted in the
Financial Times
ahead of the company’s 2016 Annual General Meeting:
“Capitalism
is designed so that the owners of a company can hold to account those who act on their behalf, i.e. the board of directors. Exxon
is an outlier: a minority of one.”
10
Reuters
reported after the 2016 shareholder meeting that BlackRock, the world’s largest asset manager,
11
withheld its support from both Frazier and former lead independent director Jay Fishman. BlackRock, ExxonMobil’s
second largest investor, had been rebuffed in its attempts to meet with members of the ExxonMobil board to discuss the company’s
capital allocation policies and strategy, and its vote was in protest of the company’s “policy” of preventing
board members from engaging in such talks.
12
Keeping
board members from engaging directly with shareholders is out of step with best practices for corporate governance, as investors
and companies now expect board members to make themselves available to shareholders for engagement. The
Commonsense Corporate
Governance Principles
recommend constructive engagement between companies and investors, and highlight that allowing access
to board members is important for institutional investors as they formulate their views on proxy issues.
13
Similarly, the Investor Stewardship Group’s
Corporate Governance Principles for US Listed Companies
states that “Boards should be responsive to shareholders and be proactive in order to understand their perspectives,”
including through making independent directors available to engage with investors.
14
Martin Lipton, a leading corporate governance commentator, recently issued a call for boards to engage directly with their shareholders,
stating definitively: “The board of directors and senior management should engage with major investors on issues and concerns
that affect the company’s long-term value and be responsive to those issues and concerns.”
15
ExxonMobil
Lacks Clear Succession Planning for Retiring Board Members and Should Better Align the Skillsets of its Board With the Challenges
Facing the Company
ExxonMobil
currently has three board members who have either already passed the age of 72 or will shortly become 72 years of age, the company’s
mandatory retirement age.
16
Given the notably predictable departure of two of
the retirement-age directors, who are not up for re-election this year, ExxonMobil could have moved more expeditiously to inject
fresh perspectives and new capacity to the board by nominating replacements for these directors without delay at the 2017 AGM.
At
the very least, as a best practice
17
ExxonMobil should disclose, in summary
form, a board succession plan that attunes shareholders to the desired attributes and competencies that the board seeks in new
board candidates, and that allows investors to assess the strength of the plan. The succession plan should also allow shareholders
to provide direct input to the board regarding incumbent and prospective directors within the context of synchronizing the board’s
composition with the firm’s evolving strategic priorities.
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www.5050climate.org | Shareholder Briefing Paper: ExxonMobil (XOM)
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The
anachronistic investor engagement policy presently in place has effectively barred investors from openly and freely interacting
directly with the board or its nominating committee to share their viewpoints or recommendations for board candidates with a reconfigured
set of skills necessary to address the company’s myriad current and future strategic challenges.
ExxonMobil’s
retirement-age directors are:
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Larry
Faulkner, age 72. Dr. Faulkner has been on the ExxonMobil board since 2008, and has chaired
the Audit Committee since 2014. Dr. Faulkner is not standing for reelection.
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Michael
Boskin, age 71. Dr. Boskin joined the Exxon board in 1996, and has served on the board
for 21 years, nearly twice as long as any other currently serving board member.
18
He serves on the board’s Executive Committee and turns 72 in September
2017.
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Peter
Brabeck-Letmathe, age 72. Mr. Brabeck-Letmathe joined the ExxonMobil board in 2010 and
is not standing for reelection.
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In
our view, ExxonMobil’s three retirement-age directors have been out of alignment with the competencies and orientation needed
to suitably address the challenges the company has faced.
The board now has a unique opportunity to reconstitute itself with
directors that bring a diverse complement of skillsets, professional experiences, backgrounds, and perspectives that are necessary
for charting ExxonMobil’s future in an increasingly uncertain, complex, and challenging business climate.
Larry Faulkner, Outgoing Audit Committee Chair, Lacked
Relevant Financial Experience During a Time of Regulatory Scrutiny and Business Model Transformation
As
chair of ExxonMobil’s Audit Committee, Dr. Faulkner oversees the company’s financial reporting and internal accounting,
which came under intense scrutiny in 2015-16 as regulators questioned whether the company was accurately representing reserve
and asset values to investors. While the company claims he is a financial expert as defined by SEC rules, Dr. Faulkner has little
background in finance or corporate leadership. He is a chemist who spent the vast majority of his career as a chemistry professor
and university administrator. His administrative experience includes serving as Provost and Vice Chancellor of the University
of Illinois from 1994 to 1998 and as President of the University of Texas at Austin from 1998 to 2006.
19
Dr. Faulkner’s last full-time professional position was as the president of the Houston Endowment, a private
philanthropic foundation, from 2006 to 2012.
20
SEC rules maintain that a financial
expert must have “experience preparing, auditing, analyzing or evaluating financial statements that present a
breadth
and level of complexity of accounting issues that are generally comparable
to the breadth and complexity of issues that can
reasonably be expected to be raised by the registrant’s financial statements.” (emphasis added)
21
The Houston Endowment had assets of $1.5 billion when Faulkner retired in 2012, approximately 0.4 percent of ExxonMobil’s
assets as of its 2017 10-K.
22
Dr.
Faulkner’s lack of experience with large for-profit company financial management may have poorly served a prior public company
board’s audit committee.
Dr. Faulkner served on the board of Guaranty Bank from 2003 until its collapse in 2009, the
second largest bank to fail in 2009 in the wake of the financial crisis.
23
He
served on its audit committee during that time. According to a Treasury Department report assessing the collapse of the bank,
the board appeared to have failed to provide proper oversight regarding risks to the company’s asset portfolio. In its analysis
of the losses caused by the company’s concentrated holdings in California option adjustable rate mortgages (ARMs) in its
mortgage-backed security (MBS) portfolio, the Treasury found no instance where a board member voiced an objection about the thrift’s
MBS investments. Its report states: “[i]n fact, we did not find any significant discussion about the risks associated with
the concentrations of nonagency MBSs in California option ARMs.”
24
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www.5050climate.org | Shareholder Briefing Paper: ExxonMobil (XOM)
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ExxonMobil
will face complex audit questions about the value of its reserves in this lower oil price environment; one analyst recently raised
questions as to whether ExxonMobil took sufficient asset write-downs in response to its decision to de-book its oil sand reserves.
25
Michael Boskin and Peter Brabeck-Letmathe May Be Out
of Step With ExxonMobil Policy and Direction on Climate Change
In
contrast to its previous approach of raising questions about climate science, ExxonMobil itself now recognizes that “the
risk of climate change is clear and the risk warrants action,” and has publicly advocated for the U.S. to remain in the
Paris Climate Accord.
26
However, the company has come under renewed scrutiny
as investigative reports revealed that the company knew about the dangers of global warming 40 years ago, even though it subsequently
spent millions of dollars promoting climate change skepticism, leading to both headline and regulatory risk
.
27
Executive
Committee member Michael Boskin’s history of promoting climate skepticism appears to be as long as ExxonMobil’s. As
chair of the Council of Economic Advisors in the George H.W. Bush Administration, Boskin advised Bush against supporting international
action on climate change, describing an international climate change treaty as a “bet-your-economy decision.”
28
Boskin, along with President Bush’s Chief of Staff John Sununu and Director of the Office of Management and
Budget Richard Darman, cautioned then President Bush on the costs of taking action on climate change, stating that they remained
“unconvinced that the scientific evidence for global warming justified the cost of mitigation.”
29
Boskin chaired the ExxonMobil board’s Public Affairs Committee from 2004-2006, when the company was reportedly
funding a wide range of groups promoting climate-change skepticism.
30
Similarly,
retiring board member Peter
Braebeck-Letmathe has expressed a belief that most climate change is
attributable to natural cycles and that the focus should be on adaptation rather than preventative measures, a view that is out
of step with the climate change mitigation strategy recently adopted by world governments at the COP 21 Agreement in Paris in
2015. In response to the President of Tanzania explaining the dangers that climate change poses for the country’s population,
Brabeck-Letmathe was quoted in 2014 by
The Guardian
as stating that “[s]ince the world has existed we have had climate
changes and we will have climate change as long as the world exists… For me the issue is more about what can we do in order
to adapt to climate change and perhaps to try to gain more time… Are we God to say the climate, as it is today, is the
one we have to keep?”
31
With
recent revelations that former ExxonMobil CEO Rex Tillerson used an alias when discussing the impacts of climate change on the
company over email, we believe that the firm is likely to face additional scrutiny of its stance on climate change well into the
coming years.
32
In our view, given the impending departure of three retirement-age
directors, ExxonMobil must focus on bringing on new board members that have the relevant skills and dispassionate outlook required
to effectively confront the complex long-term challenges and risks the company faces in a rapidly evolving business and policy
climate.
Board Compensation Policies May Create Perverse Incentives
According
to its Proxy Statement, ExxonMobil’s outside board director compensation program is designed to:
1.
“Ensure alignment with long-term shareholder interests;
2.
Ensure the Company can attract and retain outstanding director candidates […]
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www.5050climate.org | Shareholder Briefing Paper: ExxonMobil (XOM)
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3.
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Recognize
the substantial time commitments necessary to oversee the affairs of the Corporation;
and
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4.
Support the independence of thought and action expected of directors.”
There
are two components to annual outside director pay: cash and restricted stock. The annual cash retainer for most outside directors
is $110,000, and they receive annual grants of 2,500 shares of restricted stock. At today’s stock price ($82.70 on May 3,
2017), that grant provides approximately two-thirds of annual outside director compensation. These restricted shares form the
vast majority of all but one outside director’s stock holdings.
33
ExxonMobil’s
board compensation policy places strong restrictions on when these restricted shares can vest:
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“While
on the Board, the non-employee director receives the same cash dividends on restricted
shares as a holder of regular common stock, but the shares remain unvested and thus cannot
be sold.
The restricted shares are subject to forfeiture if the non-employee director
leaves the Board early, i.e., before the retirement age of 72, as specified for non-employee
directors
.”
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ExxonMobil board members’ restricted shares are designed not to vest until retirement age, when they all vest simultaneously.
In our view, this arrangement is reminiscent of the widely criticized practice of outside director pensions, which many have argued
“have the pernicious effect of compromising outside director independence and impartiality because such compensation is
used by management to ensure their loyalty and agreement with management initiatives.”
34
The
table below shows the ExxonMobil outside board members’ restricted share holdings, with the directors who have already passed
or nearly reached retirement age highlighted.
Name
|
Years
on the
Board
|
Years
until
age 72
|
Restricted
Shares (#) as of
Year End 2016
|
Value
of Restricted
Shares
(as of 5/3/17)
|
M.J.
Boskin
|
21
|
<1
|
66,800
|
$5,524,360
|
S.J.
Palmisano
|
11
|
7
|
34,500
|
$2,853,150
|
S.S
Reinemund
|
10
|
3
|
30,500
|
$2,522,350
|
L.R.
Faulkner
|
9
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0
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28,000
|
$2,315,600
|
K.C.
Frazier
|
8
|
10
|
25,500
|
$2,108,850
|
P.
Brabeck-Letmathe
|
|
7
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0
|
23,000
|
$1,902,100
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U.M.
Burns
|
5
|
14
|
18,000
|
$1,488,600
|
H.H.
Fore
|
5
|
4
|
18,000
|
$1,488,600
|
W.C.
Weldon
|
4
|
4
|
15,500
|
$1,281,850
|
D.R.
Oberhelman
|
2
|
8
|
10,500
|
$868,350
|
A.F.
Braly
|
1
|
17
|
8,000
|
$661,600
|
*
Note – the data in this table does not include director Susan Avery, who joined the board in 2017.
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This table depicts that
directors at or nearing retirement age are poised to receive considerable payouts upon retiring, whereas
if they leave the board early, they stand to forfeit their equity stock awards
. This has significant implications for two
of the four priorities stated in ExxonMobil’s goals for its director compensation program--alignment with long-term shareholder
interests and director independence:
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www.5050climate.org | Shareholder Briefing Paper: ExxonMobil (XOM)
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Misalignment
with long-term shareholder interest:
As a director approaches retirement age, the
value of their restricted stock increases
while the
time until payout decreases
.
This dynamic could serve to shorten the time horizon over which independent directors
objectively evaluate company decisions; while long-term shareholders will live with decisions
the board makes for decades to come, we are concerned that directors looking forward
to large payouts from equity grants that vest
en mass
upon retirement may be incentivized
to focus more on short-term stock price fluctuations.
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Compromising
director independence:
Directors with significant restricted stock awards that vest
in the near term would face considerable incentives not to “rock the boat”
in the boardroom. If a board member feared not being re-nominated for voicing an unpopular
but independent perspective that could enhance long-term value or was considering leaving
the board over a disagreement with the company’s policies or strategic direction,
that director could stand to forfeit millions of dollars’ worth of stock awards.
35
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In
our view, the provision in ExxonMobil’s director compensation program that freezes the vesting of equity until retirement
is uncommon and should be revisited to ensure that it does not have the unintended consequence of diminishing director independence
and objectivity as well as an alignment of interests with long-term investors. While best corporate governance practice dictates
allowing shareholders to engage directly with the board to raise concerns such as those around perverse compensation incentives,
ExxonMobil’s outmoded preclusion of direct shareholder-director interactions shunts off a critical avenue for constructive
dialogue on investor concerns.
Endnotes
1
http://ieefa.org/wp-content/uploads/2016/10/Red-Flags-on-ExxonMobil-XOM-A-Note-to-Institutional-Investors_October-2016.pdf
;
chart from
http://ieefa.org/ieefa-exxon-white-house-shout-oil-major-warning-name/
,
2
https://www.bloomberg.com/news/articles/2017-02-22/exxon-takes-historic-cut-to-oil-reserves-amid-crude-market-rout
3
http://ieefa.org/ieefa-update-wall-street-gets-exxon-heebie-jeebies/
;
https://www.bloomberg.com/news/articles/2017-03-01/exxon-sees-20-annual-growth-in-u-s-shale-fields-through-2025
4
https://seekingalpha.com/news/3261518-exxon-shares-flatten-following-big-start-analysts-weigh
5
http://money.cnn.com/2017/03/20/investing/permian-basin-oil-texas-shale-opec/
6
ExxonMobil 2016 10-K, p. 3.
7
https://www.churchofengland.org/media-centre/news/2017/04/investors-with-$10trn-under-management- declare-support-for-
exxonmobil- climate-change-resolution.aspx
8
Ceres 2017 Proxy Memoranum: ExxonMobil. 21 April,
2017.
9
See
Letter from Denise Nappier, Connecticut State
Treasurer, to fellow Exxon shareholders, April 18, 2007:
https://www.sec.gov/Archives/edgar/data/34088/000089322007001341/w33492exv1.htm
10
https://www.ft.com/content/c663123a-21b2-11e6-aa98-db1e01fabc0c
11
https://www.ft.com/content/22a50eb4-d9ae-11e6-944b-e7eb37a6aa8e
12
http://www.reuters.com/article/us-exxon-directors-blackrock-idUSKCN11417F
13
http://www.governanceprinciples.org/
14
https://www.isgframework.org/corporate-governance-principles/
15
https://corpgov.law.harvard.edu/2017/04/17/a-synthesized-paradigm-for-corporate-governance-investor-stewardship-and-engagement/
16
ExxonMobil Corporate Governance Guidelines, effective November
2016.
http://corporate.exxonmobil.com/en/investors/corporate-governance/corporate-governance-guidelines/guidelines
17
2015 Spencer Stuart Board Index, Spencer Stuart (November
2015).
https://www.spencerstuart.com/~/media/pdf%20files/research%20and%20insight%20pdfs/ssbi-2015_110215-web.pdf
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www.5050climate.org | Shareholder Briefing Paper: ExxonMobil (XOM)
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18
http://corporate.exxonmobil.com/en/investors/corporate-governance/board-of-directors/overview
19
Faulkner C.V.
http://faulknerchem.com/yahoo_site_admin/assets/docs/Faulkner_Larry_R_full_curriculum_vitae_8-10-11.223194824.pdf
20
Faulkner C.V.
21
17 C.F.R. 228, 229, and 249 § II(A)(4).
https://www.sec.gov/rules/final/33-8177.htm
22
https://www.houstonendowment.org/about/financial-information/
23
http://faulknerchem.com/yahoo_site_admin/assets/docs/Faulkner_Larry_R_full_curriculum_vitae_8-10-11.223194824.pdf
24
https://www.treasury.gov/about/organizational-structure/ig/Documents/OIG-11-066%20(Guaranty%20Bank%20MLR).pdf
25
http://ieefa.org/ieefa-investor-memo-exxonmobil-xom-company-outlier-reports-write-offs-canadian-oil-sands-assets/
26
http://corporate.exxonmobil.com/en/current-issues/climate-policy/climate-
perspectives/our-position
;
https://www.ft.com/content/acf309b0-13b3-11e7-80f4-13e067d5072c
27
https://www.scientificamerican.com/article/exxon-knew-about-climate-
change-almost-40-years-ago/
28
Hecht, Alan D. “Resolving the Climate Wars.”
Sustainable Development Law & Policy Volume 9, Issue 2 (Winter 2009).
Available at
:
http://digitalcommons.wcl.american.edu/cgi/viewcontent.cgi?article=1101
&context=sdlp
29
Quoted in Allan, Bentley B. “The Emergence of Climate
Change as a Global Problem.”
Available at
:
http://www.openphilanthropy.org/sites/default/files/Allan%20climate-governance-biblio_140404.pdf
30
ExxonMobil DEF 14A filings, 2005-2007;
http://www.motherjones.com/environment/2005/05/some-it-hot.
,
31
https://www.theguardian.com/sustainable-business/blog/nestle-chairman-climate-change-controversy-peter-brabeck
32
https://insideclimatenews.org/news/14032017/rex-tillerson-exxonmobil-climate-change-scandal-eric-schneiderman-wayne-tracker
33
Details of board compensation program and director share
holdings are set forth in the ExxonMobil 2017 Proxy Statement, pp. 20-22.
34
Campbell, Cynthia J., Power, Mark L. and Stover, Roger D.,
(2006), Quid-pro-quo exchanges of outside director defined benefit pension plans for equity-based compensation,
Journal
of Pension Economics and Finance
, 5, issue 02, p. 155-174,
http://EconPapers.repec.org/RePEc:cup:jpenef:v:5:y:2006:i:02:p:155-174_00
.
35
ExxonMobil’s “Non-Employee Director Restricted
Stock Plan” provides that a departing director may receive their shares if the board (with the departing member abstaining)
votes to lift the restrictions on the participant’s awards. This reinforces our concerns about director independence; if
a board member voiced unpopular opinions that were contrary to the views of other directors, those other directors have the authority
to prevent their stock awards from vesting. The plan can be found here:
https://www.sec.gov/Archives/edgar/data/34088/000003408814000012/xom10iiif1.htm
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www.5050climate.org | Shareholder Briefing Paper: ExxonMobil (XOM)
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Exxon Mobil (NYSE:XOM)
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