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A formal board committee charter clarifies a fiduciary duty of care on climate change matters.

In 2014, a federal court in New York found that the Ecuadorian judgment had been procured through fraud, bribery, and corruption, and was unenforceable in the United States.

Nothing in this resolution shall limit the Company’s powers to set and vary their strategy or take any action which they believe in good faith would best contribute to reducing GHG emissions.

We consider the likelihood of the IEA’s NZE 2050 scenario to be remote and do not rely on the NZE 2050 scenario for our business planning.

Experiences and lessons from events like Hurricane Harvey are built into the design and operating procedures for existing and new facilities.

Chevron is incorporated in Delaware, which requires that major corporate actions, such as a merger or a sale of all or substantially all of Chevron’s assets, be approved by stockholders.

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

Chevron is taking actions that support a global approach to achieving the goals of the Paris Agreement as efficiently and cost-effectively as possible for society.

On January 21, 2022, Chevron released a statement announcing our intention to exit Myanmar.

In Nigeria, the creation of a global memorandum of understanding has enabled communities to oversee the use of community funding provided by Chevron and its partners and to implement and manage community projects.

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

That is why Chevron provides extensive disclosure of these activities.

The environmental management expectation of the OEMS calls for Chevron’s organizations to protect the environment using a risk-based approach that addresses potential acute and cumulative impacts; apply environmental design standards and the mitigation hierarchy to guide selection of safeguards, including those that manage wastes and wastewater and conserve and protect water and natural resources; and conduct monitoring, analyze performance, and identify and address gaps.

Your Board encourages you to review the extensive disclosures on our lobbying and political activities found on Chevron’s website.

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

Companies have an important and constructive role to play in enabling policy-makers to close these gaps.

Chevron also prioritizes the most cost efficient and effective emissions reductions - an approach that is good for stockholders and good for society.

National Grid: noted estimates inconsistent with 2050 “net zero” commitments.

Your Board believes that Chevron’s actions and reporting are appropriate and demonstrate that Chevron manages the physical risks associated with climate change arising from its own operations and from its investment in the Chevron Phillips Chemical joint venture.

As evidence of the severe impacts from climate change mounts, policy makers, companies, and financial bodies are increasingly focused on the economic impacts from driving greenhouse gas (GHG) emissions to well-below 2 degrees Celsius below pre-industrial levels (including 1.5° C ambitions), as outlined in the Paris Agreement.

Moreover, it would not benefit the global effort to combat climate change if we were to sell such assets to another company, who would still operate the assets, but perhaps to a less carbon-efficient standard.

Like most environmental justice communities burdened with the cumulative impacts of pollution, 15% of residents in Richmond are living in poverty and 80% are people of color.

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

For example, Chevron supports the Paris climate agreement, yet a 2019 InfluenceMap report found Chevron has spent millions lobbying to undermine it.

The proponent implies that special meetings are an appropriate vehicle for pressuring the Company to succumb to the demands in the Ecuador litigation and pay a judgment secured through fraud and corruption.

Your Board is holding Chevron accountable by endorsing PCI reduction targets.

Backing from investors that insist on reductions of all emissions continues to gain momentum; in 2020, an unprecedented number of shareholders voted for climate resolutions.

Moreover, the issues raised in support of this proposal already are consistently discussed at Chevron’s Annual Meetings.

The case reached its conclusion in 2018 when Ecuador’s Constitutional Court, in an 8-0 decision, confirmed a $9.5 billion judgment against Chevron.

Chevron strives to empower people to improve their lives and meet their full potential.

As well, investors are concerned that Chevron has not adequately addressed climate change – a massive risk that is already manifest and set to intensify over time via regulation, energy price swings, and growing uncertainty around the value of fossil fuel reserves.

Six of our non-employee Directors bring specific environmental skills and qualifications to the Board.

Each Committee includes only independent Directors and is chaired by an independent Director who determines the frequency, length and agenda of the meetings, and who has access to management, information, and independent advisors, as needed.

Your Board recommends a vote AGAINST this proposal because stockholders have consistently supported Chevron’s current By-Law regarding special meetings.

At management’s discretion, we recommend that the report: Provide a narrative explanation of the difference between the Company’s estimated methane emissions and the Company’s, own direct measurements, or any third party measurements, by site or region,

Chevron’s By-Laws currently contain two important limitations.

As required by Chevron’s By-Laws, the independent members of your Board elect the Board Chairman annually after reviewing whether to elect the CEO or another Director to serve as Chairman.

The State of Delaware has adopted and recently amended a law allowing our Company to become a Public Benefit Corporation (PBC) by amending our Company’s Certificate of Incorporation to establish a public purpose, such as promoting a sustainable global economy, consistent with our CEO’s statement to commit our company to all stakeholders; and

Chevron also recently increased its commitment to invest in low-carbon technologies that address Scope 3 emissions, such as carbon capture utilization and storage and lower carbon energies by committing $300 million to the Future Energy Fund II.

Chevron has built successful partnerships with communities around the world.

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

In Europe, support for these climate resolutions continued to build.

Chevron strives to maintain positive, constructive relationships with policymakers and their staffs to help inform them about the impacts of potential legislation or rule changes.

A bipartisan group of senators have urged the U.S. administration to place sanctions on MOGE.

Chevron mishandled risk related to an ongoing legal effort by communities in Ecuador to enforce a $9.5 billion for oil pollution.

Energy production, development, and consumption is a critical public policy issue.

We believe management has mishandled a variety of issues in ways that significantly increase both risk and costs to shareholders.

For example, to protect facilities against possible storm surges, Chevron spent $120 million on raising a dike at its Pascagoula, Mississippi, refinery and $16 million to construct a seawall at its Port Arthur, Texas, lubricants plant.

Whereas, we believe in full disclosure of Chevron’s lobbying activities and expenditures to assess whether its lobbying is consistent with Chevron’s expressed goals and in stockholders’ best interests.

This ongoing work has been recognized by the World Economic Forum, which states, “[The initiative] has established Chevron as an industry leader in social performance in Nigeria and has been adopted by other companies in the country.”

The SEIM process includes soliciting input from communities and other stakeholders while systematically assessing risks and safeguards, including social impact mitigations, social investments, grievance mechanisms, and emergency response plans.

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

The proposal would permit a special meeting without appropriate and reasonable limitations.

In addition, Chevron exercises its right to participate in the political process by making contributions to candidates and entities supportive of the energy industry, a reasonable regulatory environment, and a healthy market-based business environment.

Your Board recommends a vote AGAINST this proposal because Chevron Phillips Chemical Company LLC, the joint venture through which Chevron invests in petrochemical operations, has in place processes and standards to assess and manage significant health, environmental, and safety risks.

The OEMS is a framework for systematically managing workforce safety and health; process safety, reliability and integrity; environmental protection; efficiency; security; and stakeholder engagement.

Through 2028, Chevron plans to spend approximately $2 billion in carbon reduction projects.

Chevron has published a climate risk scenario report and attempted to reduce capital spending; however, investor concerns remain because: Of Chevron’s December 2019 announcement of a $10 billion+ write-down on the value of its assets.

RESOLVED: Shareowners request that the Board of Chevron Corporation (“Chevron” or “Company”) take the steps necessary to amend Company bylaws and appropriate governing documents to give holders of 10% of outstanding common stock the power to call a special shareowners meeting. To the fullest extent permitted by law, such bylaw text in regard to calling a special meeting shall not contain exceptions or excluding conditions that apply only to shareowners but not to management or the Board.

Chevron also finances the Richmond police, which has been linked to police brutality.

Shareholders request the Company to set and publish medium- and long-term targets to reduce the greenhouse gas (GHG) emissions of the Company’s operations and energy products (Scope 1, 2, and 3) consistent with the goal of the Paris Climate Agreement: to limit global warming to well below 2°C above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5°C.

The SDS outlines one potential path to 2040 that achieves the objectives of recent clean energy policies, including the Paris Agreement, keeping global average temperatures well below 2o C above pre-industrial levels and putting the world on track to achieve net-zero emissions by 2070.

Chevron and your Board share the proponent’s concern for human rights, and we condemn the violence and human rights abuses occurring in Myanmar.

Chevron is incorporated in Delaware, which requires that major corporate actions, such as a merger or a sale of all or substantially all of Chevron’s assets, be approved by stockholders.

Both the BRT and NAM are lobbying against shareholder rights to file resolutions.

investor groups, representing assets worth over $103 trillion, have also called on companies and auditors to fully reflect climate risks to companies’ financial results and position.

4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

According to the most recent annual “Emissions Gap Report” issued by the United Nations Environment Programme (November 26, 2019), critical gaps remain between the commitments national governments have made and the actions required to prevent the worst effects of climate change.

The U.S. Second Circuit Court of Appeals unanimously affirmed that finding, and the U.S. Supreme Court denied review, rendering the federal court’s ruling final.

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

Chevron has established Scope 1 and Scope 2 metrics for Upstream oil, gas, flaring and methane and believes that the most appropriate approach for measuring the emissions performance of an Upstream asset is greenhouse gas (“GHG”) intensity by commodity on an equity basis.

Shareholders request that the Board of Directors conduct an evaluation and issue a report within the next year (at reasonable cost, omitting proprietary information) describing if, and how, Chevron’s lobbying activities (direct and through trade associations) align with the goal of limiting average global warming to well below 2 degrees Celsius (the Paris Climate Agreement’s goal). The report should also address the risks presented by any misaligned lobbying and the company’s plans, if any, to mitigate these risks.

We do not report audited outcomes on these scenarios.

However, the Environmental Protection Agency (EPA) formula used to estimate methane emissions is not a good foundation for a corporate mitigation strategy, failing to capture many major leaks, wasting valuable product (worth $2 billion per year) and substantially underestimating emissions.

The Board oversees Chevron’s risk management policies and practices to assess whether the appropriate systems are employed.

4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

A link to the federal lobbying contributions search website.

Chevron set Upstream equity net GHG intensity reduction goals for 2028 for Scope 1 and Scope 2 emissions of 24 kg of carbon dioxide equivalent (“CO2e”) per barrels of oil-equivalent (“boe”) for oil or gas production carbon intensity, zero routine flaring by 2030, 3 kg CO2e/boe for flaring intensity, and 2 kg CO2e/boe for methane intensity, along with a methane detection plan.1 Successfully achieving these metrics is linked to most Chevron employees’ variable compensation.

Chevron uses carbon prices and derived carbon costs in business planning, investment decisions, impairment reviews, reserves calculations, and assessment of carbon reduction opportunities.

In 2018, Ecuador’s Constitutional Court unanimously confirmed a $9.5 billion judgment against Chevron.

We also take the extra step to review any contributions and lobbying through the lens of current and past events.

The most pressing of these issues is the ongoing legal effort by communities in Ecuador to enforce a $9.5 billion judgment against Chevron for oil pollution.

Our Company’s Chairman and Chief Executive Officer, in 2019, signed a “Statement on the Purpose of a Corporation,” committing our Company to all stakeholders, including “protect[ing] the environment by embracing sustainability practices across our businesses.”

Thus, we urge Chevron to expand its lobbying disclosure.

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.

The PPC makes recommendations for anticipating and responding to these trends so that the Company can achieve its business goals.

This commitment is reflected throughout our business and in how we conduct ourselves around the world.

Resolved, shareholders request that the Board oversee the preparation of a report analyzing a critical climate change concern, the reliability of Chevron’s methane emission disclosures.

Yet, inconsistent with our Company’s “embrace” of sustainability, Chevron has declined to develop business goals consistent with limiting global temperature rise to 1.5 degrees and, unlike peers, has not set “net zero emissions” goals for 2050.

As shareholders, we understand this support to be part of our fiduciary duty to protect all assets in the global economy from devastating climate change.

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.

Coordinating with audit and compensation committees to ensure integrated attention to climate risk;

This focus has led many Chevron peers (including BP, Eni, Equinor, Repsol, Royal Dutch Shell, and Total) to commit to major GHG reductions, including setting “net zero emission” goals by 2050.2,3

We have heard our stockholders’ requests for relevant and comparable data to allow them to evaluate how we are performing on GHG management compared to others in our industry.

RESOLVED: Shareholders request the Board of Directors to adopt as policy, and amend the bylaws as necessary, to require that whenever possible the Chair of the Board, of Directors be an independent member of the Board. This policy would phase in for the next CEO transition.

Thus, we urge the Board and management to assess the company’s climate related lobbying and report to shareholders.

Chevron supports a well-designed price on carbon as the primary policy tool to achieve GHG emissions reduction goals.

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

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.

This indicates that oil majors and large investors have an individual legal responsibility to combat dangerous climate change by reducing emissions and confirms the risk of liability.