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Accordingly, your Board does not believe the report requested in the Proposal is necessary.

Chevron asserts that 'several international courts have determined the Ecuadorian Judgment to be fraudulent.'

The Management Compensation Committee assesses and approves the incorporation of greenhouse gas–related performance measures into the scorecard that affects the compensation of management and most employees.

Chevron has supported lobbying and trade associations that spread dis-information on climate science and policy, such as the American Legislative Exchange Council (“ALEC”) and the American Petroleum Institute (“API”).

The Public Policy Committee (“PPC”) periodically assesses and advises on risks that may arise in connection with social, political, environmental and public policy aspects of Chevron’s business.

more than 70% of listed companies, representing some of the world’s largest carbon-polluters, are not fully accounting for climate-related risks in their financial statements.

The charter should explicitly require the committee to report to the full board on corporate strategy, above and beyond matters of legal compliance, assessing the company’s responses to climate related risks and opportunities, including the potential impacts of climate change on business, strategy, financial planning, and our company’s operating environment.

The proposal relates to the activities of Chevron Phillips Chemical, a stand-alone enterprise in which Chevron owns a 50 percent interest.

The International Energy Agency’s (IEA) Net Zero Scenario describes an energy sector pathway to achieve net zero emissions.

We, the shareholders, understand this support to be essential in protecting all our assets in the global economy from devastating climate change.

Your Board believes that the vision and values of The Chevron Way, along with Chevron’s Business Conduct and Ethics Code, Human Rights Policy, OEMS, Enterprise Risk Management process, and Corporate Sustainability Report all provide robust information and documentation of Chevron’s approach and actions on racial equity and related issues.

Your Board believes, and several prominent courts and international tribunals have now confirmed, that the Ecuador litigation is the product of fraud, extortion, and bribery.

Long-standing practices developed to manage these impacts are applied and extended to reflect possible effects of climate change and to ensure the ongoing resilience of the Company’s infrastructure.

Outside experts with sharply differing viewpoints enable your Board to consider the risks and opportunities arising from climate change.

The United Nations Environment Programme Finance Initiative and Principles for Responsible Investment reports in the paper “Universal Ownership” that over 50 percent of companies’ earnings are at risk from climate costs, creating systemic risk for diversified investors.

Guided by The Chevron Way, Chevron conducts its business responsibly, providing energy that is essential to human progress while benefiting the communities where the Company operates.

Instead of negotiating an expedient, fair, and comprehensive settlement with the affected communities in Ecuador, Chevron pursued a costly legal strategy that lasted for more than two decades.

Wherever we operate, we work to support local communities with basic human needs, including healthcare, education, and energy.

For example, as a global energy company that negotiates concessions and leases with host-country governments around the world, we believe it is generally advantageous to the Company for the CEO to represent the Chevron Board as its Chairman in such dialogues.

Engaging only with groups that already align with Chevron’s positions would undermine the Company’s ability to build and expand coalitions in support of its positions, including Chevron’s support for well-designed climate policy.

Your Board continues to believe that Chevron’s 15% threshold ensures that a reasonable number of stockholders consider a matter important enough to merit a special meeting.

Chevron has acknowledged the serious risk enforcement of the $9.5 billion judgment represents.

In 2019, the Company updated its Human Rights Policy to more clearly state its continuing support for international human rights, including its commitment to respect the principles set out in the United Nations Universal Declaration of Human Rights, and in the International Labor Organization Declaration on Fundamental Principles and Rights at Work, and its commitment to adhere to the United Nations Guiding Principles on Business and Human Rights, the Voluntary Principles on Security and Human Rights, and the International Finance Corporation’s Performance Standards.

In addition, Chevron exercises its right to participate in the political process by making contributions to candidates and entities supportive of the oil and gas industry and a reasonable regulatory environment.

They also review policies, procedures, and expenditures for political activities.

The Chevron Way explains our beliefs, vision, purpose, and values. It guides how we work and establishes a common understanding of our culture and aspirations. Diversity and inclusion are the first among our Chevron Way values.

OE is a global framework to manage the health and safety of Chevron Phillips Chemical’s employees, contractors, facilities, and communities.

Chevron does not disclose its payments to trade associations nor amounts used for lobbying.

The tribunal concluded that as a matter of international law, the judgment “should not be recognized or enforced by the courts of other States.”

Your Board believes that Chevron and its stockholders benefit from the resulting unity of leadership and companywide strategic alignment.

As part of each Board meeting, the independent Directors meet in executive session without members of management present.

Your Board believes it would not be a responsible use of Company resources to produce a further report to address a speculative scenario, as the Proposal requests.

All three subsequently adjusted critical accounting assumptions, resulting in material impairments, and disclosed how climate change affected the adjustments.

We, the shareholders, must protect our assets against devastating climate change, and we therefore support companies to substantially reduce greenhouse gas (GHG) emissions.

THEREFORE: Please vote FOR this common-sense governance enhancement.

We believe that inadequate board oversight has led to management mishandling of a number of issues, which has increased both risk and cost to stockholders.

The report should exclude confidential and proprietary information, as well as information relevant to any pending legal proceeding or threatened proceeding of which Chevron has notice.

Of particular concern are the trade associations and other politically active organizations that speak for business but, unfortunately, too often present forceful obstacles to progress in addressing the climate crisis.

Investors request the company assess, among other related issues at management and Board discretion: The adequacy of measures the company is employing to prevent public health impacts from associated chemical releases.

Chevron lobbies ethically, constructively, and in a non-partisan manner.

In doing so, Chevron works to ensure that such policy aligns with Chevron’s Climate Principles of encouraging global engagement, striking a balanced and measured approach, supporting research and innovation, and providing transparency for consumers.

The 15 percent threshold helps avoid waste of Company and stockholder resources to address narrow or special interests.

Yet, the $9.5 billion Ecuadorian judgment against Chevron has been thoroughly discredited by every court and tribunal outside Ecuador that has reviewed the matter.

While Chevron has a Human Rights Policy and Operational Excellence Management System, investors are unable to assess the effectiveness of these systems in identifying risks, ensuring meaningful stakeholder engagement, reducing negative impacts on communities and the environment, and provision of remedy.

Finally, plaintiffs’ recognition and enforcement proceedings outside Ecuador have failed in every jurisdiction in which they have been attempted to date, including Argentina, Brazil and Canada.

Preparing for and holding a special meeting is time-consuming and expensive.

In the US, three of these climate resolutions passed with a historic majority.

Chevron’s actions in support of racial equity are described in detail in numerous publications:

We could reduce our GHG emissions by changing our portfolio and selling our emissions-producing assets, but that would not serve our stockholders, who benefit from our strong asset base.

All of Chevron’s political and lobbying activities are subject to thorough review and oversight.

Discharge or leaks from Chevron’s operations may impact human health and the environment, and affected communities may not be adequately consulted or informed of risks.

Currently, the Board has appointed Michael K. Wirth to serve as CEO and as Chairman of the Board.

Your Board agrees with Proponents that Chevron must protect its free speech rights and rights to engage on issues important to its business, and in which it has expertise.

Similarly, in a separate action, on August 30, 2018, an international tribunal administered by the Permanent Court of Arbitration in The Hague issued a unanimous award in favor of Chevron, finding that the Ecuadorian judgment was procured through fraud, bribery, and corruption, and that it was based exclusively on environmental claims settled and released by the Republic of Ecuador years earlier.

In 2010, stockholders representing approximately 80 percent of Chevron’s common stock outstanding approved an amendment to Chevron’s By-Laws that permits stockholders owning 15 percent of Chevron’s outstanding common stock to call for a special meeting.

We would not be fulfilling our fiduciary duty if we were to base our decisions on what a particular constituency believes the appropriate exercise of these fundamental rights to be.

The report shall be presented to the Public Policy Committee and posted on Chevron’s website.

Chevron does this with the highest ethical standards and in compliance with all laws governing lobbying activities and disclosure.

If the Board determines that a Chair who was independent when selected is no longer independent, within a reasonable period it shall select a new Chair who satisfies the requirements of this policy. Compliance with this policy can be waived if no independent director is available and willing to serve as Chair.

THEREFORE: Vote FOR this common-sense governance enhancement that would improve shareholder communication and protect shareholder value.

Under the By-Laws, a special meeting cannot be called:

The Audit Committee analyzes potential financial risk exposures as part of Chevron’s enterprise risk management program, including potential financial risks associated with climate change.

In contrast, the audit reports for other high GHG-emitting companies clearly discussed this connection.

Stockholders can be assured that their right to be apprised of and vote on significant matters is protected not only by their existing right to call for special meetings and participate in Chevron’s Annual Meetings, but also by state law and other regulations.

Two hundred institutional investors managing $6.5 trillion recently wrote to Chevron, seeking information on how the company is managing this critical governance issue.

Over 60% of publicly reported abuses from Chevron’s operations impacted Indigenous Peoples, including violation of land rights, allegations of genocide, violence against Indigenous women, and widespread environmental damage and human rights violations in Ecuador, Indonesia, Nigeria, and the United States.

The Company leverages its capabilities, assets, and expertise to focus on these three action areas that aim to deliver measurable progress: (1) lower carbon intensity cost efficiently, (2) increase renewables and offsets in support of our own business, and (3) invest in low-carbon technologies to enable commercial solutions.

Insufficient information is presently available to help investors understand whether Chevron works to ensure that its lobbying activities, directly, in the company’s name, and indirectly, through trade associations, align with the Paris Agreement’s goals, and whether Chevron takes any action to address any misalignments it has found.

Rather, we report and disclose in accordance with U.S. GAAP and are audited in accordance with the standards of the Public Company Accounting Oversight Board.

Chevron has developed the Portfolio Carbon Intensity (“PCI”) methodology, which we believe addresses the interests of stakeholders wanting comparable metrics that address Scopes 1, 2 and 3 emissions.

Chevron adheres to the highest ethical standards when engaging in lobbying and political activities, ensures that such activities align with corporate goals, and complies with all laws and regulations governing lobbying activities and disclosure.

Partnerships in health, education, and economic development advance progress and strengthen communities.

Deputy Controller Rex Mitchell testified, under oath, that such seizures of Company assets “would cause significant, irreparable damage to Chevron’s business reputation and business relationships.”

These reports disclose total expenditures related to lobbying and issues lobbied.

The role of the Lead Director is highly empowered, as described in the “Independent Lead Director” section of this Proxy Statement on page 22.

The Board’s Public Policy and Sustainability Committee monitors the social, political, environmental, human rights, and public policy aspects of Chevron’s business and the communities in which it operates.

Chevron is also listed on the New York Stock Exchange (“NYSE”), and the NYSE requires, among other things, that listed companies obtain stockholder approval for equity compensation plans and significant issuances of equity securities to related parties and for when such issuances represent more than 20 percent of an issuer’s voting power.

Chevron does so by engaging with policymakers and expressing its views on pending policy proposals, by engaging in direct and indirect lobbying, and by participating in a diverse range of business and policy organizations that advocate positions supporting free markets and responsible energy legislation and regulations.

The Company’s lobbying activities in the United States are strictly regulated by federal, state, and local lobbying laws.

BP: how climate change and a global energy transition impacted the capitalization of exploration and appraisal costs and risks that oil and gas price assumptions could lead to financial misstatements.

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

In addition, the Company discloses a full list of trade associations with annual dues of more than $100,000 wherein a portion of the dues may be used for lobbying.

The proposal purports to relate to special meetings, its supporting statement shows that it is a vehicle to discuss the Ecuador litigation and related actions against Chevron.

This approach ensures Chevron is accountable for all Upstream GHG emissions, irrespective of who is the operator, unlike many others who account only for emissions from a subset of assets in which they have invested.

However, the proponent’s supporting statement contains references to legal actions and allegations of impacts from the Company’s operations that are inaccurate, misleading and, in some cases, contrary to final judgments.

Whereas: Board oversight of climate change strategy and planning is essential to address the existential threat of climate change to the fossil fuel industry and our Company.

Chevron has a strong corporate governance structure to enable the Company to meet the rising expectations of stakeholders.

Your Board shares the proponent’s stated concern for human rights.

Chevron does not agree with all of the positions of every industry, trade or policy organization in which it participates.

As another example, Chevron recently updated the Chevron Engineering Standard for Metocean Design and Operating Conditions based on the assessment of future potential impacts to Chevron’s marine facilities, such as potential changes in storm intensity, changes to sea level and changing water currents.

Given Chevron’s current disclosures and robust strategy, planning, and risk management processes, your Board believes that the requested report is unnecessary.

This information is confidential and competitively sensitive.

To allow maximum flexibility, nothing in this resolution shall serve to micromanage the Company by seeking to impose methods for implementing complex policies in place of the ongoing judgement of management as overseen by its board of directors.

Chevron does not agree with all positions of every industry, trade, or policy organization in which it participates.

For two decades the affected communities brought suit against Texaco (and subsequently Chevron).

Consistent with the timing of the global stock-takes under the Paris Agreement, Chevron has set metrics for 2023 and 2028 and intends to do so every five years thereafter.

Outside experts have met with your full Board to share their perspectives on climate change and the energy transition.

Your Board encourages you to review the reports and other materials described above.

3. Chevron’s membership and payments to any tax-exempt organization that writes and/or endorses model legislation.

Investors seek additional information from Chevron to understand the impact of climate-related factors on its business model and current financial reporting.