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Our Corporate Governance Framework
Sound governance of our company is an integral part of corporate responsibility. ChevronTexaco's Corporate Governance Guidelines, in conjunction with our Restated Certificate of Incorporation, By-Laws and Board committee charters, form our governance framework. The guidelines, available on our Web site, cover a range of topics including the overall role of the Board, key elements of Board membership and director independence, specifics on Board committees, ethical expectations for Board members, Board and CEO performance review processes, and processes for reporting concerns regarding accounting, internal accounting controls and auditing.
ChevronTexaco's Chief Executive Officer David J. O'Reilly serves as the Chairman of the Board of Directors. With the exception of the Chairman and Vice Chairman, at the end of 2002 all Board members were independent directors as defined by the New York Stock Exchange.
Role of Board Committees
Committees of the Board of Directors include: Audit, Board Nominating and Governance, Management Compensation and Public Policy. Each committee is entirely comprised of independent directors. The Audit Committee assists the Board in ensuring that the corporation's financial statements are properly audited, that the corporation maintains an effective internal audit function and that the corporation complies with legal and regulatory requirements, among other duties. The Board Nominating and Governance Committee assists the Board in defining and assessing qualifications for membership on the Board of Directors, and in identifying qualified candidates, makes recommendations for organization of the Board's affairs and addresses stockholder concerns regarding corporate governance, among other duties. The Management Compensation Committee assists the Board in determining salary and other compensation matters for executive officers and in establishing and administering incentive compensation and equity-based compensation plans for company management, among other duties.
While corporate responsibility issues are embedded in the charter of each of the Board committees, the Public Policy Committee has primary responsibility for oversight of the company's overall corporate responsibility strategy and performance. The Public Policy Committee's charter is to identify, evaluate and monitor social, political and environmental issues and concerns worldwide. It also reviews the company's strategy and performance related to corporate responsibility. Members of ChevronTexaco's management regularly brief the Public Policy Committee regarding corporate responsibility issues facing the company and seek the committee's input on strategies or approaches.
Corporate Responsibility Leadership at Executive Level
At the senior-management level, a variety of structures exist to provide leadership and accountability for the company's corporate responsibility strategy and performance. The primary forum in this regard is the Global Issues Committee, an executive-level, cross-functional team chaired by ChevronTexaco's Vice Chairman that oversees policy and strategy development on issues of worldwide strategic importance for the company. This group has formal responsibility for leading ChevronTexaco's corporate responsibility strategy development. Additionally, corporate responsibility issues raised by the Public Policy Committee or the full Board of Directors typically are brought to the Global Issues Committee for response. But other executive-level committees - including the Executive Committee, Human Resources Committee and Strategy, and Planning Committee - share responsibility for aspects of ChevronTexaco's corporate responsibility policies and approaches.
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