Board of Directors
Chevron is governed by a Board of Directors and committees of the board that meet throughout the year. The board has four standing committees, composed solely of independent directors: audit; board nominating and governance; management compensation; and public policy. Directors fulfill their responsibilities through board and committee meetings and also through other communications with management. The board monitors overall corporate performance, the integrity of Chevron's financial controls, and the effectiveness of its legal and political compliance and public policy and social programs, and oversees management and succession of key executives and Chevron's strategic and business planning process.
Chevron's board and board committees also oversee Chevron's risk management policies and practices. By doing so, the board ensures that appropriate risk management systems are employed throughout the company. In the past three years, the full board has engaged in more than 40 risk-related discussions, presentations and briefings.
To learn more about the role of Chevron's board and board committees, please see our 2014 Proxy Statement (1.4 MB).
For Chevron, good corporate governance means having structures and processes in place to make sure that the company's decisions and actions are in the best interests of our stockholders. It also means being transparent with and responsive to our stockholders. We engage our stockholders transparently and responsively through reports, press releases, the company's website and meetings to discuss governance, financial, environmental, social and policy issues. Stockholders can direct inquiries to the Board of Directors and submit proposals for inclusion in our proxy statement. Since 2000, we have worked with more than 100 stockholder proponents regarding stockholder proposals submitted for inclusion in our proxy statements, resulting in the agreed-upon withdrawal of 19 percent of those proposals. During the 2014 proxy season, we received 10 stockholder proposals covering a range of topics, including corporate governance, environmental and social issues.
We understand that effective corporate governance, including an independent board where all directors stand for election every year, is critical to our long-term success. Ten of our 12 directors are nonemployees and independent; the board annually elects a chairperson; and we have a lead independent director. Since 2008, we have added nine new directors. Chevron's restated certificate of incorporation and bylaws do not contain supermajority vote provisions, and stockholders have the right to call for special meetings and recommend director candidates to the board. In addition, we have a policy to obtain stockholder approval of any stockholder rights plan. More information can be found at Chevron.com/CorporateGovernance.
Chevron takes the conduct of its employees seriously and requires questionable conduct to be reported. This may include, for example, violations of company policy or of the Chevron Business Conduct and Ethics Code. One reporting method is the Chevron Hotline, which is operated offsite by Global Compliance Services (AlertLine®), an independent agent.
Our Business Conduct and Ethics Code has information about the avenues by which employees report misconduct and a description of how we administer oversight of our compliance program.
Chevron has a right and responsibility to advocate positions on proposed policies that will affect the company's ability to meet the growing demand for energy. We lobby ethically, constructively and in a bipartisan manner through direct communication with public officials. We also encourage our employees, retirees and others to communicate with officials when permitted by law. We comply with all registration and reporting regulations related to our lobbying activities.
Chevron is actively engaging the administration of U.S. President Obama and the U.S. Congress to provide perspective on the complexity of energy issues affecting the United States and the world. Our outreach includes recommendations on policy matters regarding the economy, energy, climate change, international issues, education, and research and development. The goal is to help shape an effective and responsible U.S. energy policy.
Chevron has strict policies and internal approval processes so that decision-making and reporting on political contributions comply with the letter and spirit of all applicable laws. Global contributions in 2013 were approximately $3.5 million to support candidates and political organizations that foster economic development, free enterprise and good governance. Totals include contributions to support our views on local and state ballot measures. Chevron employees, through the Chevron Employees Political Action Committee (CEPAC), contributed $290,000 in 2013 to the election of candidates from both parties for U.S. federal office, as well as to local and state candidates in certain U.S. jurisdictions. By policy, CEPAC does not contribute to presidential candidates or national political parties.
A list of federal contributions that CEPAC made is on the U.S. Federal Election Commission website. We also publish a list of the previous year's corporate political contributions.
Extractive Industries Transparency Initiative
More than half the world's population lives in countries rich in crude oil, natural gas and minerals. These resource-rich countries have the ability to generate revenues to facilitate their own economic development and reduce poverty. Chevron believes that the disclosure of revenues received by governments and payments made by extractive-industry companies to governments could lead to improved governance in resource-rich countries. The transparent and accurate accounting of these funds contributes to stable, long-term investment climates, economic growth and the well-being of communities.
Our commitment to promoting revenue transparency is reflected in our participation as a stakeholder in the voluntary, multinational, government-led Extractive Industries Transparency Initiative (EITI), of which Chevron is the longest continually serving member of the international board. More than 40 countries are now undertaking EITI’s external validation process to ensure they are implementing the program according to agreed-upon standards. Chevron currently operates or has a nonoperated working interest in 17 EITI-implementing countries: Azerbaijan, Colombia, Democratic Republic of Congo, Ghana, Indonesia, Iraq, Kazakhstan, Liberia, Myanmar, Nigeria, Norway, Philippines, Republic of Congo, Sierra Leone, Trinidad and Tobago, the United Kingdom and the United States.
We believe that the EITI's multistakeholder approach, which ensures the full representation of governments, extractive-industry companies, civil society and the public, is the best approach for providing transparency between company payments and government revenues in resource-rich countries.
We will continue to work constructively with other stakeholders involved in revenue transparency initiatives that strive to provide citizens of resource-rich countries with information they can use to reduce corruption and improve governance.