Competitive Board Elections

WHEREAS:

Shareholders have the right to elect directors, yet at each year's annual meeting, shareholders are presented a slate of nominees with the same number of candidates as the number of seats to be filled. The end result is that, in reality, the Board selects the directors, with shareholders having only the symbolic right of affirmation;

Our directors lead the company in a very competitive business. They should themselves be willing to compete in an election for their posts. Most Americans understand the concept of an election as offering a choice between candidates;

Of 12 corporate directors, two are employees of Exxon Mobil. Of the ten remaining directors, seven are current or retired Chairmen or CEOs of other corporations;

Management expert Peter Drucker recently wrote that one of the biggest management challenges facing multinational corporations will be balancing the conflicting demands on business made "by the corporation's various constituencies: customers, shareholders (especially institutional investors and pension funds), knowledge employees and communities." (The Economist, 11/1/2001). The Board's responsibility is to balance these varied interests in order to assure the corporation's long-term success;

Directors are called upon to make many critical decisions, including matters related to executive compensation. The fact that the overwhelming majority of Exxon Mobil directors either report to the CEO or are themselves CEOs at other companies raises serious concerns about potential conflicts of interest in setting executive compensation;

As shareholders we question whether Exxon Mobil's Board contains adequate diversity of relevant experience to respond to the many challenges facing our company, yet under the current director election process, we have no choice among directors, other than withholding our vote;

RESOLVED: Shareholders request that Exxon Mobil's next election of directors include a slate of nominees that is larger than the number of available Board seats by at least 50%.

SUPPORTING STATEMENT:

We believe that in this time when investor confidence has been severely shaken, a broad examination of our institutions' governance is in order. We believe that shareholders would be well served by playing a more significant role in the election of corporate directors. We believe the legitimate concerns of employees, plant neighbors, indigenous communities and others impacted by Exxon Mobil have a direct impact on the company's business and shareholders' investment, and therefore should be heard within the Boardroom and factored into the company's decisions. We believe our company would be better served if shareholders had the right and opportunity to elect directors from a competitive slate of directors that came from more varied backgrounds than do our current CEO-dominated Board.

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