Datasets:

TrajanovRisto

/

esg-sentiment

like 7

It is essential, therefore, for Chevron to exercise its fundamental right and responsibility to participate in the public policymaking process.

Our commitment to human rights is reflected throughout our business and in how we conduct ourselves, including in our Human Rights Policy, our Operational Excellence Management System, and our Business Conduct and Ethics Code, all of which are on our website.

Chevron agrees that transparency and accountability are important aspects of corporate political activity.

The U.S. Holocaust Memorial Museum has reported that the Rohingya remain “at grave risk of additional mass atrocities and even genocide.”

An independent Chair would improve oversight of management, and the attention paid to long-range risks such as those noted above.

Chevron’s Corporate Audit department, which performs the internal audit function at Chevron, conducted a non-rated assurance review of the NZE 2050 scenario analysis, and determined that the analysis was conducted in accordance with established internal process and emerging external guidance.

We regularly analyze alternative scenarios to stress-test our portfolio, and we integrate those learnings to help us remain competitive and resilient in any environment.

The independent oversight of Chevron’s Board leadership is further supported by strong Board refreshment, multidimensional diversity among its Directors, and regular rotation of Committee chairpersons and of the Lead Director, all of which ensures that new perspectives are brought to the selection of Chevron’s Chairman and to other critical Board decisions.

In a separate action, in 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.

Given the time and cost associated with special meetings, your Board believes that these are appropriate and reasonable limitations.

A failure to adequately plan for a low carbon transition, including climate change policy, competition from renewables, peak oil demand, and unburnable fossil fuel reserves, may place investor capital at substantial risk.

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

Recent reports show that greenhouse gas emissions throughout the petrochemical and plastic supply chain contribute significantly to climate change, thereby exacerbating the threat of physical risks such as storms.

In certain basins, studies have found emissions to be more than 10 times higher than industry disclosed figures.

Chevron belongs to the Business Roundtable (BRT), Chamber of Commerce and National Association of Manufacturers (NAM), which spent $127,448,048 on lobbying for 2018.

Chevron’s most recent annual Corporate Political Contributions report and the Chevron Employee Political Action Committee (“CEPAC”) contributions report.

A special meeting cannot be called (i) if the Board has already called or will call an Annual Meeting of stockholders for the same purpose specified in the special meeting request or (ii) if an annual or special meeting was held not more than 12 months before the request for a special meeting was received and included the purpose specified in the special meeting request.

Expectations continue to rise, and responding to these expectations is a responsibility Chevron takes seriously.

Your Board does recognize the importance of independent oversight of the CEO and management, and it has instituted structures and practices to enhance such oversight.

With this oversight framework, our strategic plans reflect management’s best assessment of the longer-term outlook on supply, demand and commodity prices and its judgment in deploying the Company’s strategy in that environment.

The independent oversight of Chevron’s Board leadership is further supported by strong Board refreshment, multidimensional diversity among its Directors, and regular rotation of Committee chairpersons and of the Lead Director, all of which ensures that new perspectives are brought to the selection of Chevron’s Chairman and to other critical Board decisions.

Your Board expects Chevron’s management to continue acting in the best interests of the Company’s stockholders by vigorously defending the Company against this fraudulent action.

global and U.S. accounting and auditing standard-setters reiterated that material climate-related risks should be accounted for in company financial statements and audits.

In addition to a lower threshold, the proposal would permit a special meeting without appropriate and reasonable limitations.

1. Supporting a price on carbon through well-designed policies;

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.”

When Chevron acquired Texaco in 2001, it inherited significant legal, financial, and reputational liabilities that stemmed from pollution of the water and lands of communities in the Ecuadorian Amazon.

These concerns reflect a converging consensus by policymakers, investors, and companies on growing climate risk, the need to limit global temperature increase to 1.5° C (net zero global greenhouse gas (GHG) emissions by 2050), and the impact of such actions to companies.

Trade associations also provide a venue for Chevron to engage with other companies and industry experts.

Flooding from Hurricane Harvey in 2017 resulted in CPChem plant shut downs and the release of unpermitted, unsafe levels of pollutants.

Also, Chevron is listed on the New York Stock Exchange, which 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% of an issuer’s voting power.

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

Although the proposal purports to relate to the Board’s leadership structure, the supporting statement makes clear that the proposal is fundamentally a vehicle to discuss the Ecuador litigation and related actions against Chevron.

Chevron agrees that transparency and accountability are important aspects of corporate political activity.

Your Board recommends a vote AGAINST this proposal because your Board believes that stockholder interests are best served when Directors have the flexibility to determine the best person to serve as Chairman, recognizing that no single leadership model is appropriate in all circumstances.

The OEMS includes assurance and audit programs to assess compliance with internal and external requirements.

Shareholders urgently need a reasonable 10% threshold to call special meetings.

Their experience comes from the academic and business sectors.

Chevron’s climate risk reports have downplayed significant factors, such as potential competition from low-carbon energy technologies.

Proponents recommend that in issuing the report, the company take account of information on: Assumptions, costs, estimates, and valuations that may be materially impacted; and The potential for widespread adoption of net-zero goals by governments and peers.

Therefore, your Board recommends that you vote for this proposal.

Chevron stated that Hurricane Harvey is the primary reason for lower earnings of $70 million from CPChem in 2017.

This is embedded in the Company’s culture, policies and processes, which are designed to ensure its business is conducted in a socially and environmentally responsible manner.

Together, Total and Chevron have a majority controlling interest in Yadana project.

The policies of energy companies—the largest greenhouse gas (GHG) emitters—are crucial to confronting the climate crisis.

Such an approach would put the Company at a competitive disadvantage and would unnecessarily limit the benefits associated with Chevron’s participation in the public policymaking process through engagement with a broad array of stakeholders.

The associations on this list represent 96 percent of the Company’s annual trade association expenditures.

See also “Board Leadership Structure” on page 21.

The Company’s governance of climate change–related issues is described in its 2018 Climate Change Resilience Report and the February 2019 supplement, which are on Chevron’s website.

As part of this, and as you will see from our support of Proxy Item 7, Chevron is committed to detecting and mitigating methane emissions.

The Company’s strategies, such as those outlined above, are intended to drive higher returns and lower carbon.

The Nominating and Governance Committee identifies and recommends prospective Directors with the goal of maintaining a Board composition appropriate to overseeing the wide-ranging risks affecting Chevron.

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

Chevron’s Human Rights Policy, available on its website, reinforces Chevron’s commitment to respecting human rights.

Resolved: Shareholders request that the Board of Directors commission and publicly disclose the findings of an independent racial equity audit, analyzing if, and how, Chevron’s policies and practices discriminate against or disparately impact communities of color.

The National Unity Government of Myanmar, made up of elected officials and civil society leaders, has called on the oil companies operating in Myanmar to withhold from the military junta and place in escrow any payments due to the Myanmar government.

Neither the arbitration held in the Netherlands under a bilateral investment treaty, nor any court since has ruled on Chevron’s assertion that the Ecuadorian Judgment resulted from fraud.

At Chevron’s last eight Annual Meetings, an average of 73 percent of votes cast opposed this proposal.

Chevron is committed to an honest conversation about the energy transition.

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 Meeting, but also by state law and other regulations.

Companies that do not manage methane emissions jeopardize other industry decarbonization efforts, and risk their reputation and license to operate, as investors, regulators and civil society are setting expectations to address this issue.

Each governing jurisdiction determines its own regulations regarding lobbying compliance and also establishes the policies and guidelines associated with reporting and disclosure.

Therefore, your Board recommends that you vote AGAINST this proposal.

Chevron’s processes for managing enterprise risk are already subject to robust Board oversight, as described in the Climate Change Resilience Report available on Chevron’s website.

Chevron analyzes how various factors may combine to create alternative scenarios to stress-test its portfolio and integrate learnings into its decision making to remain competitive and resilient under multiple scenarios.

CEO/board chair Michael Wirth’s statements regarding the Ecuador Judgment were challenged in a House Oversight Committee where a Member observed that Wirth told shareholders “[there] was no scientific evidence of contamination.”

On August 8, 2016, the U.S. Court of Appeals for the Second Circuit unanimously affirmed the SDNY’s findings, noting that “the record in the present case reveals a parade of corrupt actions…, including coercion, fraud and bribery, culminating in the promise to [the] Judge of $500,000 from a judgment in favor of the [Ecuadorian plaintiffs].”

As of December 2020, Chevron Corporation had neither committed to net-zero emissions by 2050 across its value chain, nor disclosed how its financial assumptions would change from doing so.

In an unprecedented move, Chevron harassed and subpoenaed stockholders who questioned the advisability of the Company’s legal strategy.

Chevron already discloses extensive information about its lobbying activities as well as its political contributions.

Additionally, Chevron faces scrutiny for financing United States politicians with failing civil rights grades issued by the NAACP.

At its Investor Day on March 9, 2021, Chevron outlined the steps it is taking, and the challenges it faces, in working toward a net-zero future.

And Chevron’s ALEC membership has drawn scrutiny.

Your Board does recognize the importance of independent oversight of the CEO and management, and it has instituted structures and practices to enhance such oversight

Its operations may have discriminatory impact, with disparate harm on communities of color and fenceline communities.

A fixed policy requiring a separation of the roles of Chairman and CEO is also unwarranted because of Chevron’s many other strong corporate governance practices, including the following: the annual election of all Directors; a majority vote requirement in uncontested elections of Directors; an overwhelming majority of independent Directors; proxy access; independent Director access to employees; and publicly available Corporate Governance Guidelines.

Chevron’s analysis includes scenarios forecasting emissions pathways that keep global warming to well below 2o C above pre-industrial levels, as well as scenarios forecasting net-zero emissions by 2050.

The Board also has access to Chevron’s internal subject-matter experts and regularly receives briefings on such climate change–related issues as policies and regulations, technology, and adaptation.

Given the time and cost associated with special meetings, your Board believes that these are appropriate and reasonable limitations.

That report discusses how our portfolio would fare from a financial viability perspective and also the changes we would need to make under the NZE 2050 assumptions.

The Public Policy and Sustainability Committee of the Board of Directors annually reviews Chevron’s lobbying activities and budget to assess the value of these activities and ensure alignment with Chevron’s positions and interests.

We commend Chevron for now disclosing its largest trade associations.

Your Board believes that Chevron operates in a responsible and sustainable manner, furthering the interests of many stakeholders, which directly contributes to the long-term health and growth of our business. Converting to a public benefit corporation is unnecessary and not an appropriate way to ensure the Company meets its social and environmental responsibilities.

Chevron Phillips Chemical strives to conduct business in a safe, secure, injury-free, and environmentally responsible manner, described in its Operation Excellence (“OE”) Policy, which is on the Chevron Phillips Chemical website.

Compliance with this policy can be waived if no independent director is available and willing to serve as Chair.

When the CEO is elected Chairman, the independent Directors annually elect a Lead Director from among themselves.

Successfully achieving these emissions intensity reduction metrics is linked to most Chevron employees’ variable compensation, as reflected in the Chevron Incentive Plan (CIP) scorecard.

The ESHIA process is guided by four key environmental principles: include the environment in decision making, reduce the environmental footprint, operate responsibly, and steward the Company’s sites.

Whereas, at least a quarter of today’s global warming is caused by methane emissions from human sources.

Chevron spent $84,560,000 on federal lobbying from 2010 – 2018.

Therefore, your Board recommends that you vote against this proposal.

We believe that the Company’s portfolio is resilient, and that its governance structure, risk management, strategy, actions, and asset mix enable it to be flexible in response to potential changes in supply and demand, even in lower carbon scenarios.

Civil society groups have mobilized to oppose the expansion of petrochemical facilities in their communities due to concerns regarding direct health and livelihood impacts from air and water pollutant releases.

Moreover, our employees, retirees, and contractors apply their skills, and contribute their resources, in volunteer activities that help improve education, provide basic needs, foster new business opportunities, and ultimately strengthen the communities in which we operate.

In a separate action, in 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.

The Board oversees the Company’s risk management policies and practices to ensure that the Company employs appropriate risk management systems.

Chevron has robust corporate governance practices to protect stockholder interests, including a declassified board; proxy access; no supermajority voting provisions in its By-Laws and Certificate of Incorporation; and a strong independent board structure.

In August 2017, a military crackdown caused an estimated more than 700,000 Rohingya to flee to neighboring Bangladesh where they remain to this day.

This disclosure goes beyond what is required by law.

Within the OEMS, the Stakeholder Engagement and Issues Management (“SEIM”) process guides how Chevron manages social, political and reputational risks and opportunities related to communities, governments and other external stakeholders across the lifecycle of an asset.