Separate
CEO and Chair
2004
– Exxon Mobil Corporation
RESOLVED,
that the shareholders urge the Board of Directors to take the necessary steps
to amend the by-laws to require that, subject to any presently existing
contractual obligations of the Company, an independent director shall serve as
Chairman of the Board of Directors, and that the Chairman of the Board of
Directors shall not concurrently serve as the Chief Executive Officer.
SUPPORTING STATEMENT
ExxonMobil’s
proxy statement filed on April 17, 2003, the Company states that:
The Board of Directors
performs a number of functions for ExxonMobil and its shareholders, including:
– Overseeing
the management of the company on your behalf;
– Reviewing
ExxonMobil’s long-term strategic plans;
– Exercising
direct decision-making authority in key areas, such as declaring dividends;
– Selecting
the CEO and evaluating the CEO’s performance; and
– Reviewing
development and succession plans for ExxonMobil’s top executives.
(Emphasis
supplied).
Proponent
believes that separation of the roles of Chairman of the Board and the CEO will
provide greater accountability of management to the shareholders, and provide
more independent oversight of management, including the CEO, by the Board of
Directors.
Corporate
governance experts have questioned how one person serving as both Chairman of
the Board and CEO can effectively monitor and evaluate his or her own
performance. The NACD Blue Ribbon
Commission on Directors’ Professionalism has recommended that an independent
director should be charged with “organizing the board’s evaluation of the CEO
and provide ongoing feedback; chairing executive sessions of the board; setting
the agenda and leading the board in anticipating and responding to
crises.” ExxonMobil itself states that
one of the Board’s responsibilities is
“setting the scope of [the CEO’s] authority to manage the company’s
business day to day, and evaluating his performance.” Proponent believes that this responsibility would be best served
if the CEO, whose authority is set and whose performance is evaluated by the
Board of Directors, is not a member of that Board. Proponent further believes that the concern for the Board’s
ability to independently evaluate the performance of the CEO is particularly
compromised if the individual serving as CEO is also the Chairman of the very
Board that is charged with evaluating his or her performance.
Proponent
believes that the independence of the Board of Directors would best be ensured
if the office of CEO remains independent of the Board, the body that is
responsible for overseeing management, and that the position of Chairman of the
Board be held by an independent director, a non-employee of ExxonMobil.
Vote “YES”
on this proposal to support Board independence!
For
further information, see www.ragm.com/exxon.
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