CVX » Topics » BOARD COMMITTEE MEMBERSHIP AND FUNCTIONS

This excerpt taken from the CVX DEF 14A filed Apr 13, 2009.

BOARD COMMITTEE MEMBERSHIP AND FUNCTIONS

Chevron’s Board of Directors has four standing committees: Audit, Board Nominating and Governance, Management Compensation, and Public Policy. The Audit, Board Nominating and Governance, and Management Compensation Committees are each constituted and operated according to the requirements of the Securities Exchange Act of 1934 and related rules and the New York Stock Exchange (NYSE) Corporate Governance Standards. Each Committee is governed by a written charter that can be viewed on the Chevron Web site at www.chevron.com and is available in print upon request. In addition, each member of the Audit Committee is independent and financially literate, as such terms are defined under the Securities Exchange Act of 1934 and related rules and the NYSE Corporate Governance Standards.

 

Committees and Membership

     

Committee Functions    

AUDIT

Charles R. Shoemate, Chairman†

Linnet F. Deily†

Robert E. Denham†

Enrique Hernandez, Jr.†

Franklyn G. Jenifer*

    Selects the independent registered public accounting firm for endorsement by the Board and ratification by the stockholders;
    Reviews reports of independent and internal auditors;
    Reviews and approves the scope and cost of all services (including nonaudit services) provided by the independent registered public accounting firm;
    Monitors the effectiveness of the audit process and financial reporting;
    Reviews the adequacy of financial and operating controls;
    Monitors Chevron’s compliance programs; and
    Evaluates the effectiveness of the Committee.

BOARD NOMINATING AND GOVERNANCE

Samuel H. Armacost, Chairman

Sam Ginn**

Sam Nunn

Donald B. Rice

Kevin W. Sharer

Carl Ware

    Evaluates the effectiveness of the Board and its Committees and recommends changes to improve Board, Board Committee and individual Director effectiveness;
    Assesses the size and composition of the Board;
    Recommends prospective Director nominees;
    Reviews and approves nonemployee Director compensation; and
    Periodically reviews and recommends changes as appropriate in Chevron’s Corporate Governance Guidelines, Restated Certificate of Incorporation, By-Laws and other Board-adopted governance provisions.

MANAGEMENT COMPENSATION

Robert J. Eaton, Chairman

Donald B. Rice

Kevin W. Sharer

Ronald D. Sugar

Carl Ware

    Reviews and recommends to the independent Directors the salary and other compensation matters for the CEO;
    Reviews and approves salaries and other compensation matters for executive officers other than the CEO;
    Administers Chevron’s incentive compensation and equity-based plans, including the Employee Savings Investment Plan Restoration Plan, the Chevron Incentive Plan, the Long-Term Incentive Plan and the Deferred Compensation Plan for Management Employees;
      Reviews Chevron’s strategies and supporting processes for management succession planning, leadership development, executive retention and diversity; and
      Evaluates the effectiveness of the Committee.

PUBLIC POLICY

Sam Nunn, Chairman

Samuel H. Armacost

Robert J. Eaton

Sam Ginn**

Ronald D. Sugar

    Identifies, monitors and evaluates domestic and international social, political and environmental trends and issues that affect Chevron’s activities and performance; and
    Recommends to the Board policies, programs and strategies concerning such issues.
    Evaluates the effectiveness of the Committee.

† “Audit Committee Financial Expert” as determined by the Board under the rules of the Securities Exchange Act of 1934.

*   Effective as of the 2009 Annual Meeting, Dr. Jenifer will serve on the Board Nominating and Governance Committee and the Public Policy Committee.

 

** Mr. Ginn will retire from the Board just prior to the 2009 Annual Meeting, in accordance with Chevron’s Director Retirement Policy contained in our Corporate Governance Guidelines.

 

13


Table of Contents

Board Operations (Continued)

 

 

 

These excerpts taken from the CVX DEF 14A filed Apr 17, 2008.

BOARD COMMITTEE MEMBERSHIP AND FUNCTIONS

The Audit, Board Nominating and Governance, and Management Compensation Committees are each constituted and operated according to the requirements of the Securities Exchange Act of 1934 and related rules and the New York Stock Exchange (NYSE) Corporate Governance Standards. In addition, each member of the Audit Committee is independent and financially literate, as such terms are defined under the Securities Exchange Act of 1934 and related rules and the NYSE Corporate Governance Standards.

 
 
Committees and Membership
   
  Committee Functions
   
  AUDIT            
  Charles R. Shoemate, Chairman†
Linnet F. Deily†
Robert E. Denham†
Franklyn G. Jenifer
      •    Selects the independent registered public accounting firm for
     endorsement by the Board and ratification by the stockholders
•    Reviews reports of independent and internal auditors
•    Reviews and approves the scope and cost of all services
     (including nonaudit services) provided by the independent
     registered public accounting firm
•    Monitors the effectiveness of the audit process and financial
     reporting
•    Reviews the adequacy of financial and operating controls
•    Monitors Chevron's compliance programs
•    Evaluates the effectiveness of the Committee
   
  BOARD NOMINATING AND GOVERNANCE            
  Samuel H. Armacost, Chairman
Sam Ginn
Sam Nunn
Donald B. Rice
Kevin W. Sharer
Carl Ware
      •    Evaluates the effectiveness of the Board and its Committees
     and recommends changes to improve Board, Board
     Committee and individual Director effectiveness
•    Assesses the size and composition of the Board
•    Recommends prospective Director nominees
•    Periodically reviews and recommends changes as appropriate
     in Chevron's Corporate Governance Guidelines, Restated
     Certificate of Incorporation, By-Laws and other Board-adopted
     governance provisions
   
  MANAGEMENT COMPENSATION            
  Robert J. Eaton, Chairman
Samuel H. Armacost
Kevin W. Sharer
Ronald D. Sugar
Carl Ware
      •    Reviews and recommends to the independent Directors the
     salary and other compensation matters for the CEO
•    Reviews and approves salaries and other compensation
     matters for executive officers other than the CEO
•    Administers Chevron's incentive compensation and equity-
     based plans, including the Employee Savings Investment Plan
     Restoration Plan, Management Incentive Plan, Long-Term
     Incentive Plan, and Deferred Compensation Plan for
     Management Employees
•    Evaluates the effectiveness of the Committee
   
  PUBLIC POLICY            
  Sam Nunn, Chairman
Robert J. Eaton
Sam Ginn
Donald B. Rice
Ronald D. Sugar
      •    Identifies, monitors and evaluates domestic and international
     social, political and environmental trends and issues that affect
     Chevron's activities and performance
•    Recommends to the Board policies, programs and strategies
     concerning such issues
   
  † "Audit Committee Financial Expert" as determined by the Board under the rules of the Securities Exchange Act of 1934.    

13


Board Operations (Continued)


MEETINGS AND ATTENDANCE

In 2007, your Board held eight regularly scheduled Board meetings, all of which included executive sessions of independent directors, and 24 Board committee meetings, which included: 10 Audit Committee, five Board Nominating and Governance Committee, six Management Compensation Committee, and three Public Policy Committee meetings.

All Directors attended 89 percent or more of the Board meetings and their Board committee meetings during 2007. Chevron's policy regarding Directors' attendance at the Annual Meeting, as described in the "Board Agenda and Meetings" section of Chevron's Corporate Governance Guidelines (available at www.chevron.com), is that all Directors are expected to attend, absent extenuating circumstances. Last year, 13 of 14 Directors attended the 2007 Annual Meeting.

BOARD COMMITTEE MEMBERSHIP AND FUNCTIONS



The Audit, Board Nominating and Governance, and Management Compensation Committees are each constituted and operated according to the requirements of the Securities Exchange
Act of 1934 and related rules and the New York Stock Exchange (NYSE) Corporate Governance Standards. In addition, each member of the Audit Committee is independent and financially literate, as such
terms are defined under the Securities Exchange Act of 1934 and related rules and the NYSE Corporate Governance Standards.














































































































 







 

Committees and Membership
 





 

 Committee Functions
 





 







 





AUDIT
 





 
   





 






 
Charles R. Shoemate, Chairman†

Linnet F. Deily†

Robert E. Denham†

Franklyn G. Jenifer
 





 
 •    Selects the independent registered public accounting firm for

     endorsement by the Board and ratification by the stockholders

•    Reviews reports of independent and internal auditors

•    Reviews and approves the scope and cost of all services

     (including nonaudit services) provided by the independent

     registered public accounting firm

•    Monitors the effectiveness of the audit process and financial

     reporting

•    Reviews the adequacy of financial and operating controls

•    Monitors Chevron's compliance programs

•    Evaluates the effectiveness of the Committee
 





 






 






BOARD NOMINATING AND GOVERNANCE
 





 
   





 






 
Samuel H. Armacost, Chairman

Sam Ginn

Sam Nunn

Donald B. Rice

Kevin W. Sharer

Carl Ware
 





 
 •    Evaluates the effectiveness of the Board and its Committees

     and recommends changes to improve Board, Board

     Committee and individual Director effectiveness

•    Assesses the size and composition of the Board

•    Recommends prospective Director nominees

•    Periodically reviews and recommends changes as appropriate

     in Chevron's Corporate Governance Guidelines, Restated

     Certificate of Incorporation, By-Laws and other Board-adopted

     governance provisions
 





 






 






MANAGEMENT COMPENSATION
 





 
   





 






 
Robert J. Eaton, Chairman

Samuel H. Armacost

Kevin W. Sharer

Ronald D. Sugar

Carl Ware
 





 
 •    Reviews and recommends to the independent Directors the

     salary and other compensation matters for the CEO

•    Reviews and approves salaries and other compensation

     matters for executive officers other than the CEO

•    Administers Chevron's incentive compensation and equity-

     based plans, including the Employee Savings Investment Plan

     Restoration Plan, Management Incentive Plan, Long-Term

     Incentive Plan, and Deferred Compensation Plan for

     Management Employees

•    Evaluates the effectiveness of the Committee
 





 






 






PUBLIC POLICY
 





 
   





 






 
Sam Nunn, Chairman

Robert J. Eaton

Sam Ginn

Donald B. Rice

Ronald D. Sugar
 





 
 •    Identifies, monitors and evaluates domestic and international

     social, political and environmental trends and issues that affect

     Chevron's activities and performance

•    Recommends to the Board policies, programs and strategies

     concerning such issues
 





 






 





† "Audit Committee Financial Expert" as determined by the Board under the rules of the Securities Exchange Act of
1934.
 





 



13









Board Operations (Continued)






MEETINGS AND ATTENDANCE



In 2007, your Board held eight regularly scheduled Board meetings, all of which included executive sessions of independent directors, and 24 Board committee meetings, which
included: 10 Audit Committee, five Board Nominating and Governance Committee, six Management Compensation Committee, and three Public Policy Committee meetings.



All
Directors attended 89 percent or more of the Board meetings and their Board committee meetings during 2007. Chevron's policy regarding Directors' attendance at the Annual Meeting, as
described in the "Board Agenda and Meetings" section of Chevron's Corporate Governance Guidelines (available at
www.chevron.com), is that all Directors
are expected to attend, absent extenuating circumstances. Last year, 13 of 14 Directors attended the 2007 Annual Meeting.




These excerpts taken from the CVX PRE 14A filed Apr 1, 2008.

BOARD COMMITTEE MEMBERSHIP AND FUNCTIONS

The Audit, Board Nominating and Governance, and Management Compensation Committees are each constituted and operated according to the requirements of the Securities Exchange Act of 1934 and related rules and the New York Stock Exchange (NYSE) Corporate Governance Standards. In addition, each member of the Audit Committee is independent and financially literate, as such terms are defined under the Securities Exchange Act of 1934 and related rules and the NYSE Corporate Governance Standards.

 
 
Committees and Membership
   
  Committee Functions
   
  AUDIT            
  Charles R. Shoemate, Chairman†
Linnet F. Deily†
Robert E. Denham†
Franklyn G. Jenifer
      •    Selects the independent registered public accounting firm for
     endorsement by the Board and ratification by the stockholders
•    Reviews reports of independent and internal auditors
•    Reviews and approves the scope and cost of all services
     (including nonaudit services) provided by the independent
     registered public accounting firm
•    Monitors the effectiveness of the audit process and financial
     reporting
•    Reviews the adequacy of financial and operating controls
•    Monitors Chevron's compliance programs
•    Evaluates the effectiveness of the Committee
   
  BOARD NOMINATING AND GOVERNANCE            
  Samuel H. Armacost, Chairman
Sam Ginn
Sam Nunn
Donald B. Rice
Kevin W. Sharer
Carl Ware
      •    Evaluates the effectiveness of the Board and its Committees
     and recommends changes to improve Board, Board
     Committee and individual Director effectiveness
•    Assesses the size and composition of the Board
•    Recommends prospective Director nominees
•    Periodically reviews and recommends changes as appropriate
     in Chevron's Corporate Governance Guidelines, Restated
     Certificate of Incorporation, By-Laws and other Board-adopted
     governance provisions
   
  MANAGEMENT COMPENSATION            
  Robert J. Eaton, Chairman
Samuel H. Armacost
Kevin W. Sharer
Ronald D. Sugar
Carl Ware
      •    Reviews and recommends to the independent Directors the
     salary and other compensation matters for the CEO
•    Reviews and approves salaries and other compensation
     matters for executive officers other than the CEO
•    Administers Chevron's incentive compensation and equity-
     based plans, including the Employee Savings Investment Plan
     Restoration Plan, Management Incentive Plan, Long-Term
     Incentive Plan, and Deferred Compensation Plan for
     Management Employees
•    Evaluates the effectiveness of the Committee
   
  PUBLIC POLICY            
  Sam Nunn, Chairman
Robert J. Eaton
Sam Ginn
Donald B. Rice
Ronald D. Sugar
      •    Identifies, monitors and evaluates domestic and international
     social, political and environmental trends and issues that affect
     Chevron's activities and performance
•    Recommends to the Board policies, programs and strategies
     concerning such issues
   
  † "Audit Committee Financial Expert" as determined by the Board under the rules of the Securities Exchange Act of 1934.    

14


Board Operations (Continued)


MEETINGS AND ATTENDANCE

In 2007, your Board held eight regularly scheduled Board meetings, all of which included executive sessions of independent directors, and 24 Board committee meetings, which included: 10 Audit Committee, five Board Nominating and Governance Committee, six Management Compensation Committee, and three Public Policy Committee meetings.

All Directors attended 89 percent or more of the Board meetings and their Board committee meetings during 2007. Chevron's policy regarding Directors' attendance at the Annual Meeting, as described in the "Board Agenda and Meetings" section of Chevron's Corporate Governance Guidelines (available at www.chevron.com), is that all Directors are expected to attend, absent extenuating circumstances. Last year, 13 of 14 Directors attended the 2007 Annual Meeting.

BOARD COMMITTEE MEMBERSHIP AND FUNCTIONS



The Audit, Board Nominating and Governance, and Management Compensation Committees are each constituted and operated according to the requirements of the Securities Exchange
Act of 1934 and related rules and the New York Stock Exchange (NYSE) Corporate Governance Standards. In addition, each member of the Audit Committee is independent and financially literate, as such
terms are defined under the Securities Exchange Act of 1934 and related rules and the NYSE Corporate Governance Standards.














































































































 







 

Committees and Membership
 





 

 Committee Functions
 





 







 





AUDIT
 





 
   





 






 
Charles R. Shoemate, Chairman†

Linnet F. Deily†

Robert E. Denham†

Franklyn G. Jenifer
 





 
 •    Selects the independent registered public accounting firm for

     endorsement by the Board and ratification by the stockholders

•    Reviews reports of independent and internal auditors

•    Reviews and approves the scope and cost of all services

     (including nonaudit services) provided by the independent

     registered public accounting firm

•    Monitors the effectiveness of the audit process and financial

     reporting

•    Reviews the adequacy of financial and operating controls

•    Monitors Chevron's compliance programs

•    Evaluates the effectiveness of the Committee
 





 






 






BOARD NOMINATING AND GOVERNANCE
 





 
   





 






 
Samuel H. Armacost, Chairman

Sam Ginn

Sam Nunn

Donald B. Rice

Kevin W. Sharer

Carl Ware
 





 
 •    Evaluates the effectiveness of the Board and its Committees

     and recommends changes to improve Board, Board

     Committee and individual Director effectiveness

•    Assesses the size and composition of the Board

•    Recommends prospective Director nominees

•    Periodically reviews and recommends changes as appropriate

     in Chevron's Corporate Governance Guidelines, Restated

     Certificate of Incorporation, By-Laws and other Board-adopted

     governance provisions
 





 






 






MANAGEMENT COMPENSATION
 





 
   





 






 
Robert J. Eaton, Chairman

Samuel H. Armacost

Kevin W. Sharer

Ronald D. Sugar

Carl Ware
 





 
 •    Reviews and recommends to the independent Directors the

     salary and other compensation matters for the CEO

•    Reviews and approves salaries and other compensation

     matters for executive officers other than the CEO

•    Administers Chevron's incentive compensation and equity-

     based plans, including the Employee Savings Investment Plan

     Restoration Plan, Management Incentive Plan, Long-Term

     Incentive Plan, and Deferred Compensation Plan for

     Management Employees

•    Evaluates the effectiveness of the Committee
 





 






 






PUBLIC POLICY
 





 
   





 






 
Sam Nunn, Chairman

Robert J. Eaton

Sam Ginn

Donald B. Rice

Ronald D. Sugar
 





 
 •    Identifies, monitors and evaluates domestic and international

     social, political and environmental trends and issues that affect

     Chevron's activities and performance

•    Recommends to the Board policies, programs and strategies

     concerning such issues
 





 






 





† "Audit Committee Financial Expert" as determined by the Board under the rules of the Securities Exchange Act of
1934.
 





 



14









Board Operations (Continued)






MEETINGS AND ATTENDANCE



In 2007, your Board held eight regularly scheduled Board meetings, all of which included executive sessions of independent directors, and 24 Board committee meetings, which
included: 10 Audit Committee, five Board Nominating and Governance Committee, six Management Compensation Committee, and three Public Policy Committee meetings.



All
Directors attended 89 percent or more of the Board meetings and their Board committee meetings during 2007. Chevron's policy regarding Directors' attendance at the Annual Meeting, as
described in the "Board Agenda and Meetings" section of Chevron's Corporate Governance Guidelines (available at
www.chevron.com), is that all Directors
are expected to attend, absent extenuating circumstances. Last year, 13 of 14 Directors attended the 2007 Annual Meeting.




This excerpt taken from the CVX DEF 14A filed Mar 19, 2007.
BOARD COMMITTEE MEMBERSHIP AND FUNCTIONS
 
The Audit, Board Nominating and Governance and Management Compensation Committees are each constituted and operated according to the rules of the New York Stock Exchange (NYSE). In addition, the Audit Committee is a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Each member of the Audit Committee is independent and financially literate as defined in the rules of the NYSE and Rule 10A-3(b)(1)(ii) under the Securities Exchange Act of 1934.
 
       
Committees and Current Membership     Committee Functions
AUDIT
     
Linnet F. Deily†
Robert E. Denham†
Franklyn G. Jenifer
Charles R. Shoemate, Chairman†
   
• Selects the independent registered public accounting firm for endorsement by the Board and ratification by the stockholders
• Reviews reports of independent and internal auditors
• Reviews and approves the scope and cost of all services (including non-audit services) provided by the independent registered public accounting firm
• Monitors the effectiveness of the audit process and financial reporting
• Reviews the adequacy of financial and operating controls
• Monitors the corporate compliance program
• Evaluates the effectiveness of the Committee
BOARD NOMINATING AND GOVERNANCE
     
Samuel H. Armacost, Chairman
Sam Ginn
Sam Nunn
Donald B. Rice
Carl Ware
   
• Reviews Chevron’s Corporate Governance Guidelines and practices and recommends changes as appropriate
• Evaluates the effectiveness of the Board and its Committees and recommends changes to improve Board, Board committee and individual Director effectiveness
• Assesses the size and composition of the Board
• Recommends prospective director nominees
• Periodically reviews and recommends changes as appropriate in the Restated Certificate of Incorporation, By-Laws and other Board-adopted governance provisions
MANAGEMENT COMPENSATION
     
Samuel H. Armacost
Robert J. Eaton, Chairman
Ronald D. Sugar
Carl Ware
   
• Reviews and recommends to the independent Directors the salary and other compensation matters for the CEO
• Reviews and approves salaries and other compensation matters for executive officers other than the CEO
• Administers incentive compensation and equity-based plans of the Corporation, including the Employee Savings Investment Plan Restoration Plan, Management Incentive, Long-Term Incentive, and Deferred Compensation Plans for Management Employees
• Evaluates the effectiveness of the Committee
PUBLIC POLICY
     
       
Robert J. Eaton
Sam Ginn
Sam Nunn, Chairman
Donald B. Rice
Ronald D. Sugar
   
• Identifies, monitors and evaluates domestic and international social, political and environmental trends and issues that affect the Corporation’s activities and performance
• Recommends to the Board policies, programs and strategies concerning such issues
† Audit Committee Financial Expert as determined by the Board under SEC regulations.
       
 
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