Exxon Mobil

Board Diversity and Shareholder Choice

WHEREAS: Multinational corporations like Exxon Mobil must accommodate a variety of competing interests including those of shareholders, employees, customers, communities and the broader society in which the company operates. The Board’s responsibility is to balance these varied interests in order to assure the corporation’s long-term success;

Management expert Peter Drucker recently wrote that one of the biggest management challenges facing multinational corporations will be balancing the conflicting demands on business made "by the corporation’s various constituencies: customers, shareholders (especially institutional investors and pension funds), knowledge employees and communities." (The Economist, 11/1/2001);

ExxonMobil has been the focus of public protests over its environmental and human rights policies, and has been the subject of an international boycott resulting from some of these policies. In July 2001, there were Exxon Mobil protests in 19 countries and more than 100 US cities. The Board plays a vital role in crafting a response to these concerns;

As shareholders we believe that Exxon Mobil’s Board lacks adequate diversity of relevant experience to respond to the challenges facing our company. Of 15 corporate directors, four are employees of Exxon Mobil. Of the eleven remaining directors, eight are current or retired Chairmen or CEOs of corporations. According to the biographies provided in the proxy statement, none has any direct experience in the areas of human rights or the environment;
Directors are called upon to make many critical decisions, including matters related to executive compensation. The fact that the overwhelming majority of Exxon Mobil directors either report to the CEO or are themselves CEOs at other companies raises serious concerns about potential conflicts of interest in setting executive compensation;

Shareholders have the right to elect directors, yet at each year’s annual meeting shareholders are presented a slate of nominees with the same number of candidates as the number of seats to be filled. The end result is that the Board elects the directors, with shareholders having only the right of affirmation;

Our directors lead the company in a very competitive business. They should themselves be willing to compete in an election for their posts. Most Americans understand the concept of an election as offering a choice between candidates;

We believe that times of global crisis call for a clear examination of our institutions’ governance. We believe the legitimate concerns of employees, plant neighbors, indigenous communities impacted by Exxon Mobil and constituents affected by the company should be heard within the Boardroom and factored into company decisions. We believe our company would be better served if some Board members were equipped to present and interpret these interests within the Boardroom;

RESOLVED: Shareholders request that Exxon Mobil’s next election of directors include a slate of nominees that is larger than the available Board seats by a reasonable number; and that these additional nominees come from varied backgrounds that offer in-depth experience with a variety of stakeholder groups – such as employees, communities, and customers – in order to better guide the company through these complex times.

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