Board leadership 30 | Sustainability Report Highlights ExxonMobil’s board of directors provides oversight of the corporation’s affairs. Board members select an independent director to serve as the lead director to help ensure a level of independence in our board leadership. Board members expect the lead director to serve for a minimum of two years. In March 2020, the board clarified and enhanced the role of the presiding director, and renamed the role as lead director. The lead director has broad responsibilities, including: • Calls, chairs and sets the agenda for executive sessions of the non-employee directors; • Provides feedback to the chairman; • Chairs meetings of the board in the absence of the chairman; • In consultation with the chairman, reviews and approves the schedule and agenda for all board meetings and reviews associated materials distributed to the directors; • Reviews committee meeting schedules; • Engages with shareholders, including on ESG-related matters, as appropriate; and • Leads the annual performance evaluation of the board. The lead director also chairs the board affairs committee, which has authorities that include establishing the criteria for director engagement with shareholders, overseeing independent director succession planning, and establishing and maintaining procedures for interested parties to communicate with non-employee directors. The lead director works with the compensation committee to oversee the annual evaluation of the CEO, the communication of resulting feedback to the CEO and the review of CEO succession plans. The board believes shareholder interests are best served through a leadership model combining the roles of chairman of the board and chief executive officer. At year-end 2019, nine of ExxonMobil’s 10 directors were independent as defined by New York Stock Exchange guidelines. In 2019, the board of directors met 10 times. ExxonMobil’s directors, on average, attended approximately 96 percent of board and committee meetings during 2019. The ExxonMobil board of directors, as of May 1, 2020. From left: Angela Braly, Kenneth Frazier, Joseph Hooley ( joined January 2020), Ursula Burns, Samuel Palmisano, Darren Woods, Douglas Oberhelman, Steven Reinemund (since retired), William Weldon, Susan Avery and Steven Kandarian. GOVERNANCE
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