public policy committee charter
The purpose of the Public Policy Committee (the "Committee") of the Board of Directors of Chevron Corporation (the "Corporation") is:
- To assist the Board of Directors in identifying, evaluating and monitoring social, political and environmental trends, issues and concerns;
- To assist the Board in analyzing how public policy trends could impact the Corporation's business activities and performance;
- To assist the Board in determining how the Corporation can anticipate and adjust to public policy trends in order to more effectively achieve its business goals or to be an important contributor to the policy dialogue;
- To assist the Board in analyzing the company's global reputation and developing recommendations to strategically position the company to support its business objectives;
- To develop recommendations to the Board with regard to formulating and adopting basic policies, programs and practices concerning broad public policy issues;
- To assist the Board in fulfilling its oversight responsibility for the Corporation's broad enterprise risk management program by periodically assessing and responding as appropriate to risks that may arise in connection with the social, political and environmental, and public policy aspects of the Corporation's business; and
- To perform such other duties and responsibilities enumerated in and consistent with this Charter.
membership and procedures
membership and appointment
The Committee shall be comprised of not fewer than three members of the Board of Directors, as shall be determined from time to time by the Board of Directors based on recommendations, if any, from the Board Nominating and Governance Committee.
The members of the Committee shall be appointed by the Board of Directors upon the recommendation of the Board Nominating and Governance Committee.
The entire Committee or any individual Committee member may be removed from office without cause by the affirmative vote of a majority of the Board of Directors. Any Committee member may resign effective upon giving oral or written notice to the Chairman of the Board of Directors, the Corporate Secretary, or the Board of Directors (unless the notice specifies a later time for the effectiveness of such resignation). If the resignation of a Committee member is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
A chairperson of the Committee (the "Chairperson") may be designated by the Board of Directors based upon recommendations by the Board Nominating and Governance Committee, if any. In the absence of such designation, the members of the Committee may designate the Chairperson by majority vote of the full Committee membership. The Chairperson shall determine the agenda, the frequency and the length of meetings, and shall have unlimited access to management and information. The Chairperson shall establish such other rules as may from time to time be necessary and proper for the conduct of the business of the Committee.
The Committee may appoint a Secretary whose duties and responsibilities shall be to keep full and complete records of the proceedings of the Committee for the purposes of reporting Committee activities to the Board of Directors and to perform all other duties as may from time to time be assigned to him or her by the Committee, or otherwise at the direction of a Committee member. The Secretary need not be a Director.
The Committee may, by resolution passed by a majority of the Committee, designate one or more subcommittees, each subcommittee to consist of one or more members of the Committee. Any such subcommittee to the extent provided in the resolutions of the Committee, and to the extent not limited by applicable law or listing standard, shall have and may exercise all the powers and authority of the Committee. Each subcommittee shall have such name as may be determined from time to time by resolution adopted by the Committee. Each subcommittee shall keep regular minutes of its meetings and report the same to the Committee or the Board of Directors when required.
authority to retain advisers
In the course of its duties, the Committee shall have sole authority, at the Corporation's expense, to retain and terminate such advisers as it deems necessary.
The Committee shall undertake an annual evaluation assessing its performance with respect to its purposes and its duties and tasks set forth in this Charter, which evaluation shall be reported to the Board of Directors.
duties and responsibilities
The following shall be the common recurring duties and responsibilities of the Committee in carrying out its oversight functions. These duties and responsibilities are set forth below as a guide to the Committee with the understanding that the Committee may alter or supplement them as appropriate under the circumstances to the extent permitted by applicable law or listing standard.
- The Committee shall assist the Board in fulfilling its oversight responsibility for the Corporation's broad enterprise risk management program by continually identifying, evaluating and monitoring the social, political and environmental trends, issues, risks and concerns, domestic and foreign, which affect or could affect the Corporation's business activities and performance;
- The Committee shall analyze public policy trends and make recommendations to the Board regarding how the Corporation can anticipate and adjust to these trends in order to more effectively achieve its business goals or to actively participate in the public policy dialogue;
- The Committee shall develop recommendations to the Board in order to assist in formulating and adopting basic policies, programs and practices concerning broad public policy issues which include, corporate responsibility, ecology and environmental protection, human rights, employee safety, ethical business conduct, consumer affairs, protection of privacy, controlled substance abuse, affirmative action/equal opportunity matters, government relations and the support of charitable, political and educational organizations;
- The Committee shall annually review the policies and procedures and expenditures for the Corporation's political activities including political contributions and direct and indirect lobbying; and
- The Committee shall annually review stockholder proposals that deal with public policy issues and make recommendations to the Board regarding the company's response to such proposals.
This Charter and any provision contained herein may be amended or repealed by the Board of Directors.
Approved: Board of Directors
Date: January 30, 2013