CVX » Topics » Board Operations

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

Board Operations





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 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


SIZE="1">Committee Functions    


SIZE="2">Charles R. Shoemate, Chairman†

Linnet F. Deily†

Robert E.

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
  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.


STYLE="margin-top:0px;margin-bottom:0px">Samuel H. Armacost, Chairman

Sam Ginn**

STYLE="margin-top:0px;margin-bottom:0px">Sam Nunn

Donald B. Rice

SIZE="2">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.


STYLE="margin-top:0px;margin-bottom:0px">Robert J. Eaton, Chairman

Donald B. Rice

STYLE="margin-top:0px;margin-bottom:0px">Kevin W. Sharer

Ronald D. Sugar

FACE="ARIAL" SIZE="2">Carl Ware

  Reviews and recommends to the independent Directors the salary and other compensation matters for the
  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.


STYLE="margin-top:0px;margin-bottom:0px">Sam Nunn, Chairman

Samuel H. Armacost

STYLE="margin-top:0px;margin-bottom:0px">Robert J. Eaton

Sam Ginn**

FACE="ARIAL" SIZE="2">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.

SIZE="1">*   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.



Table of Contents

Board Operations (Continued)




This excerpt taken from the CVX DEF 14A filed Mar 19, 2007.
Board Operations (Concluded)

Corporate Governance Guidelines that were subsequently adopted by the Board of Directors. The corporate governance improvements include an annual review of the Corporate Governance Guidelines and other governance documents, a commitment to reconsider any stockholder proposal initially opposed by the Board that received a majority vote of the stockholders with any action taken reported to stockholders in a timely manner, a reaffirmation of the Company’s confidential voting policy for stockholder voting, and a goal for Director compensation to comprise at least 50 percent in equity. Additionally, the Committee proposed, and the Board adopted, amendments to the By-Laws to enact a majority vote standard for uncontested Director elections and to provide that the Chairman be elected annually by the Board. The Committee recommended an amendment to the Certificate of Incorporation to remove the supermajority voting provisions, which the Board adopted and stockholders will consider at the 2007 Annual Meeting. The Corporate Governance Guidelines, By-Laws and the Restated Certificate of Incorporation are available on the Chevron Web site at and are available in print upon request.
The Committee reviewed interested-party communications including stockholder inquiries directed to non-employee Directors. The Corporate Secretary compiles the communications, summarizes lengthy or repetitive communications and provides the Committee periodically with information about the number and type of communications received, the number of responses sent and the disposition, if any. Interested parties wishing to communicate their concerns or questions about Chevron to the Chairperson of the Committee or any other non-employee Directors may do so by U.S. mail addressed to Non-Employee Directors, c/o Office of the Corporate Secretary, at the address listed on page 1 of this proxy statement.
The Committee’s assessment is that Chevron has strong fundamental corporate governance practices in place. The Committee acknowledges that good corporate governance requires ongoing self-assessment and the Committee is committed to periodically reviewing and updating the corporate governance practices to ensure Chevron maintains its position at the forefront of corporate governance best practices.
Respectfully submitted on February 28, 2007 by members of the Board Nominating and Governance Committee of your Board:
Samuel H. Armacost, Chairperson
Sam Ginn
Sam Nunn
Donald B. Rice
Carl Ware
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