Chevron takes seriously the conduct of its employees 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.
You can find additional information in our Business Conduct and Ethics Code (4.3 MB) about avenues in which employees report misconduct and a description of how we administer oversight of our compliance program.
For Chevron, good corporate governance means being transparent with and responsive to stockholders while managing the company for long-term success. We communicate with stockholders through reports, press releases and other formats. We meet frequently with stockholders 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 more than 20 percent of those proposals. During the 2013 proxy season, we received 12 stockholder proposals covering a range of topics, including corporate governance, environmental and social concerns.
Chevron's commitment to good governance is seen in many other ways, too. All our directors stand for election each year; 9 of our 11 directors are nonemployees and independent; the board annually elects a chairperson; and we have a lead independent director. Since 2008, we have added eight new directors. Chevron's restated certificate of incorporation and by-laws do not contain supermajority vote provisions. Stockholders have the right to call for special meetings and recommend director candidates to the board. The board will reconsider any stockholder proposal that receives a majority of votes cast at the annual meeting. In addition, we adopted a policy of obtaining stockholder approval of any stockholder rights plan. More information can be found at Chevron.com/CorporateGovernance.
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. The recommendations include promoting energy efficiency and expanding and diversifying the country's energy portfolio.
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 2012 were approximately $12 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 $623,800 in 2012 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 industries 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 board. More than 30 countries are now undertaking EITI's external validation process to ensure they are implementing the program according to agreed-upon standards. Several of these countries, including Azerbaijan, Liberia and Nigeria, have achieved validation.