CVX » Topics » (Item 2 on the proxy form)

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

(Item 5 on the proxy form)

Whereas

Corporations operating in countries with civil conflict, weak rule of law, endemic corruption, poor labor and environmental standards face serious risks to reputation and shareholder value when they are seen as responsible for, or complicit in, human rights violations.

Chevron operates in numerous areas that the U.S. State Department classifies as high-risk environments. Conditions in such areas continue to experience significant human rights violations, notably Burma and Nigeria. http://www. state.gov/g/drl/rls/hrrpt/2006/

This urgency is further highlighted by U.N. Special Representative John Ruggie: "The extractive sector—oil, gas, and mining—utterly dominate the sample of reported [human rights] abuses... The extractive industries also account for most allegations of the worst abuses, up to and including complicity in crimes against humanity, typically for acts committed by public and private security forces...large-scale corruption; violations of labor rights; and a broad array of abuses in relation to local communities." http://www.umn.edu/humanrts/business/RuggieReport2006. html

Chevron's brief one-page human rights statement does not prescribe the desired action that a comprehensive, transparent, verifiable human rights policy will achieve. While citing general values, the language is vague and lacks standard components regarding management accountability, specific goals, performance metrics, reporting and evaluation guidelines.

With growing public scrutiny regarding human rights, a defined policy will enhance corporate reputation, improve stakeholder relations and employee safety, and reduce the risks of adverse publicity, boycotts, divestment campaigns, sanctions and lawsuits.

Creating policies with meaning is the first skill necessary for operating in high-risk environments. ("Caught in Turbulence," Foreign Direct Investment Magazine, April 2007).

Other companies, including our extractive peers, are developing human rights policies. This effort is critical for responsible leadership and shareholder value. http://www.business-humanrights.org/Documents/Policies.

A comprehensive policy includes: rights to equal opportunity and nondiscriminatory treatment; security of persons; worker rights including association, collective bargaining and safe/healthy workplaces; rights of indigenous peoples; economic, social and cultural rights; the right to development, adequate food and drinking water; and the right to health and environmental protection.

Chevron Chairman/CEO David O'Reilly correctly observes: "We are uniquely and powerfully positioned to deliver what millions of people worldwide long for—investment, jobs, a stable environment, healthy communities and a vibrant economy... This leadership must be rooted in action, not words." http://www.opec.org/opecna/Speeches/2006/OPEC_Seminar/PDF/David%20Oreilly2.pdf

We believe that an effective policy will also describe specific actions to prevent, investigate, report and mediate.

Resolved

Shareholders request the Board to adopt a comprehensive, transparent, verifiable human rights policy and report to shareholders on the plan for implementation by October 2008. The report to be prepared at reasonable expense, omitting proprietary information.

Supporting Statement

Shareholders made their concerns clear through strong votes FOR this resolution in 2007 and 2006.

1.
This policy will help avoid human rights violations and associated shareholder risks.
2.
By avoiding incidents rather than reactively managing crises, Chevron safeguards its partner of choice status by stakeholders.
3.
Chevron's corporate HIV/AIDS policy launched in 2005 clearly illustrates the strengths of a policy. Human rights require the same attention.

70


Stockholder Proposals (Continued)


YOUR BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL

Your Board recommends a vote AGAINST this proposal because Chevron already has in place a Human Rights Statement that, together with the principles articulated in The Chevron Way and other monitoring, reporting and training processes, demonstrates Chevron's long-standing and continued commitment to human rights and makes the proposal redundant and, thus, unnecessary.

Support for universal human rights has long been and will continue to be a core value and an important part of the way Chevron conducts its business. Chevron adopted and published its Human Rights Statement in 2006. Grounded in The Chevron Way, the Human Rights Statement expresses Chevron's commitment to supporting human rights for employees and in the communities where Chevron operates. The Statement also expressly acknowledges Chevron's adherence to the ideals articulated in (a) the United Nations' Universal Declaration of Human Rights, (b) the International Labor Organization's Declaration of Fundamental Principles and Rights at Work, (c) the Global Sullivan Principles, and (d) the Voluntary Principles on Security and Human Rights. These declarations, together with Chevron's Human Rights Statement and The Chevron Way, speak to and embody Chevron's commitment to many, if not all, of the components of the "comprehensive policy" suggested by the proponents, including: equal opportunity and nondiscriminatory treatment, security of persons, worker rights, and safe and healthy workplaces.

Chevron also has a training program for Chevron's employees to further enhance their understanding of human rights. The training provides an overview of key international documents and voluntary initiatives, including the international instruments noted above. Training began in 2006, and to date, more than 1,500 employees have completed the training, including senior managers and supervisors. Chevron's Business Conduct and Ethics Code will be updated in 2008 to include the text of the Human Rights Statement and a link to the training as an option for all employees. The Business Conduct and Ethics Code is available in 11 languages. In addition, Chevron keeps stockholders apprised of its efforts and progress in this area through robust Web site content and the annual publication of a Corporate Responsibility Report (see www.chevron.com).

Although the ultimate responsibility for safeguarding human rights rests with governments, your Board believes that Chevron can play an important role in this area. To this end, Chevron works cooperatively with governments, civil society and communities wherever it operates and will continue to use our Human Rights Statement as a framework to guide Chevron's constructive engagement on human rights issues.

This proposal is substantially the same as a proposal stockholders declined to support in 2007 and 2006. Your Board believes that this demonstrated lack of stockholder support for the proposal is due to the fact that the intent of the proposal is already being accomplished through Chevron's Human Rights Statement, The Chevron Way and continual training for Chevron employees. Your Board therefore believes that the proposal would merely duplicate Chevron's current efforts and is unnecessary and an inefficient use of Chevron's resources. Therefore, your Board recommends that you vote AGAINST this proposal.

71


Stockholder Proposals (Continued)


(Item 5 on the proxy form)



Whereas






Corporations operating in countries with civil conflict, weak rule of law, endemic corruption, poor labor and environmental standards face serious risks to reputation and
shareholder value when they are seen as responsible for, or complicit in, human rights violations.





Chevron
operates in numerous areas that the U.S. State Department classifies as high-risk environments. Conditions in such areas continue to experience significant human rights violations,
notably Burma and Nigeria.
http://www. state.gov/g/drl/rls/hrrpt/2006/



This
urgency is further highlighted by U.N. Special Representative John Ruggie: "The extractive sector—oil, gas, and mining—utterly dominate the sample of reported
[human rights] abuses... The extractive industries also account for most allegations of the worst abuses, up to and including complicity in crimes against humanity, typically
for acts committed by public and private security forces...large-scale corruption; violations of labor rights; and a broad array of abuses in relation to local communities."
SIZE=2>http://www.umn.edu/humanrts/business/RuggieReport2006. html






Chevron's brief one-page human rights statement does not prescribe the desired
action that a comprehensive, transparent, verifiable human
rights policy will achieve. While citing general values, the language is vague and lacks standard components regarding management accountability, specific goals, performance metrics, reporting and
evaluation guidelines.



With
growing public scrutiny regarding human rights, a defined policy will enhance corporate reputation, improve stakeholder relations and employee safety, and reduce the risks of adverse publicity,
boycotts, divestment campaigns, sanctions and lawsuits.






Creating policies with meaning is the first skill necessary for operating in high-risk environments. ("Caught in Turbulence,"
Foreign Direct Investment
Magazine,
April 2007).



Other
companies, including our extractive peers, are developing human rights policies. This effort is critical for responsible leadership and shareholder value.
http://www.business-humanrights.org/Documents/Policies.







A comprehensive policy includes: rights to equal opportunity and nondiscriminatory treatment; security of persons; worker rights including association, collective bargaining and safe/healthy
workplaces; rights of indigenous peoples; economic, social and cultural rights; the right to development, adequate food and drinking water; and the right to health and environmental protection.






Chevron Chairman/CEO David O'Reilly correctly observes: "We are uniquely and powerfully positioned to deliver what millions of people worldwide long for—investment, jobs, a stable
environment, healthy communities and a vibrant economy... This leadership must be rooted in action, not words."
http://www.opec.org/opecna/Speeches/2006/OPEC_Seminar/PDF/David%20Oreilly2.pdf




We
believe that an effective policy will also describe specific actions to prevent, investigate, report and mediate.



Resolved



Shareholders request the Board to adopt a comprehensive, transparent, verifiable human rights policy and report to shareholders on the plan for implementation by October 2008.
The report to be prepared at reasonable expense, omitting proprietary information.



Supporting Statement




Shareholders made their concerns clear through strong votes FOR this resolution in 2007 and 2006.




1.
This
policy will help avoid human rights violations and associated shareholder risks.
2.
By
avoiding incidents rather than reactively managing crises, Chevron safeguards its partner of choice status by stakeholders.
3.
Chevron's
corporate HIV/AIDS policy launched in 2005 clearly illustrates the strengths of a policy. Human rights require the same attention.

70









Stockholder Proposals (Continued)






YOUR BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL



Your Board recommends a vote AGAINST this proposal because Chevron already has in place a Human Rights Statement that, together
with the principles articulated in
The Chevron Way and other monitoring, reporting and training processes, demonstrates Chevron's
long-standing and continued commitment to human rights and makes the proposal redundant and, thus, unnecessary.



Support
for universal human rights has long been and will continue to be a core value and an important part of the way Chevron conducts its business. Chevron adopted and published its
Human Rights Statement in
2006. Grounded in
The Chevron Way, the Human Rights
Statement
expresses Chevron's commitment to supporting human rights for employees and in the communities where Chevron operates. The Statement also expressly acknowledges
Chevron's adherence to the ideals articulated in (a) the United Nations' Universal Declaration of Human Rights, (b) the International Labor Organization's Declaration of Fundamental
Principles and Rights at Work, (c) the Global Sullivan Principles, and (d) the Voluntary Principles on Security and Human Rights. These declarations, together with Chevron's
Human Rights StatementSIZE=2> and The Chevron Way, speak
to and embody Chevron's commitment to many, if not all, of the components of the "comprehensive policy" suggested by the proponents, including: equal opportunity and nondiscriminatory treatment,
security of persons, worker rights, and safe and healthy workplaces.



Chevron
also has a training program for Chevron's employees to further enhance their understanding of human rights. The training provides an overview of key international documents and voluntary
initiatives, including the international instruments noted above. Training began in 2006, and to date, more than 1,500 employees have completed the training, including senior managers and supervisors.
Chevron's
Business Conduct and Ethics Code will be updated in 2008 to include the text of the Human Rights
Statement
and a link to the training as an option for all employees. The Business Conduct and Ethics Code is available in 11
languages. In addition, Chevron keeps stockholders apprised of its efforts and progress in this area through robust Web site content and the annual publication of a
Corporate Responsibility Report
(see
www.chevron.com).



Although
the ultimate responsibility for safeguarding human rights rests with governments, your Board believes that Chevron can play an important role in this area. To this end, Chevron works
cooperatively with governments, civil society and communities wherever it operates and will continue to use our
Human Rights Statement as a framework to
guide Chevron's constructive engagement on human rights issues.



This
proposal is substantially the same as a proposal stockholders declined to support in 2007 and 2006. Your Board believes that this demonstrated lack of stockholder support for the proposal is due
to the fact that the intent of the proposal is already being accomplished through Chevron's
Human Rights Statement, The Chevron
Way
and continual training for Chevron employees. Your Board therefore believes that the proposal would merely duplicate Chevron's current efforts and is unnecessary and an
inefficient use of Chevron's resources.
Therefore, your Board recommends that you vote AGAINST this proposal.



71









NAME="page_ec16801_1_72">














NAME="ec16801_stockholder_proposals_(continued)">
Stockholder Proposals (Continued)






These excerpts taken from the CVX CORRESP filed Apr 10, 2008.

(Item 3 on the proxy form)

PROPOSAL TO AMEND CHEVRON'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CHEVRON COMMON STOCK

Your Board unanimously recommends amending the Company's Certificate of Incorporation to increase the number of authorized shares of Chevron common stock from 4,000,000,000 shares to 6,000,000,000 shares. The amendment would not change the number of authorized shares of preferred stock or the par value per share of any stock.

The primary reason your Board is recommending this amendment is to provide the Board with the flexibility to declare a stock split in the form of a stock dividend, without the time and expense required for a separate stockholder vote. Currently, the shares of Chevron common stock available for issuance are not sufficient to accommodate a two-for-one stock split. The additional shares could also be used for a wide variety of corporate purposes, including financings, corporate mergers and acquisitions, issuances under equity compensation plans, and other general corporate uses. The Board does not have any present plans to issue the additional shares.

As of March 31, 2008, there were approximately [X,XXX,XXX,XXX] billion shares of Chevron common stock outstanding, leaving approximately [X,XXX,XXX,XXX] billion shares of Chevron common stock (including [XXX,XXX,XXX] million Treasury shares) available for future issuance. No shares of Chevron preferred stock are issued and outstanding.

The additional shares of common stock will, if and when issued, be identical to the shares of Chevron common stock now authorized and outstanding. The increase in authorized shares will not affect the rights of current stockholders, but issuance of the shares could decrease each existing stockholder's proportionate equity ownership.

The additional shares can be issued by the Board, without further stockholder action except as required by law or stock exchange regulations. The Board believes that this flexibility is in the best interests of the Company and its stockholders. The resolution adopted by the Board recommending this proposal states:

    RESOLVED: That the Board of Directors of the Corporation hereby approves and declares it advisable that the Certificate of Incorporation be amended (the "Amendment") by deleting in its entirety the first sentence of the existing paragraph 1 of Article IV and substituting the following:

    "The total of shares of all classes of stock which the Corporation shall have authority to issue is six billion one hundred million (6,100,000,000), of which one hundred million (100,000,000) shares shall be Preferred Stock of the par value of one dollar ($1.00) per share, and six billion (6,000,000,000) shares shall be Common Stock of the par value of seventy-five cents ($0.75) per share."

Vote Necessary to Approve the Amendment and Effectiveness

The affirmative vote of the holders of a majority of the outstanding shares of all stock entitled to a vote at the Annual Meeting is required for approval of this Proposal 3. If you "abstain" or otherwise do not vote on the proposal, it has the same effect as a vote against the amendment.

65


Proposal to Amend Chevron's Restated Certificate of Incorporation (Concluded)


If this Proposal 3 is approved, the amendment to the Certificate of Incorporation will become effective upon filing the Restated Certificate of Incorporation (as shown in the Appendix) with the Delaware Secretary of State.

Recommendation of the Board

Your Board unanimously recommends that you vote FOR the proposal to amend the Company's Certificate of Incorporation to increase the number of authorized shares of Chevron common stock.

66




QuickLinks

Proposal to Amend Chevron's Restated Certificate of Incorporation

(Item 3 on the proxy form)



PROPOSAL TO AMEND CHEVRON'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CHEVRON COMMON STOCK



Your Board unanimously recommends amending the Company's Certificate of Incorporation to increase the number of authorized shares of Chevron common stock from 4,000,000,000
shares to 6,000,000,000 shares. The amendment would not change the number of authorized shares of preferred stock or the par value per share of any stock.






The primary reason your Board is recommending this amendment is to provide the Board with the flexibility to declare a stock split in the form of a stock dividend, without the time and expense



required for a separate stockholder vote. Currently, the shares of Chevron common stock available for issuance are not sufficient to accommodate a two-for-one stock split. The
additional shares could also be used for a wide variety of corporate purposes, including financings, corporate mergers and acquisitions, issuances under equity compensation plans, and other general
corporate uses. The Board does not have any present plans to issue the additional shares.



As
of March 31, 2008, there were approximately [X,XXX,XXX,XXX] billion shares of Chevron common stock outstanding, leaving approximately
[X,XXX,XXX,XXX] billion shares of Chevron common stock (including [XXX,XXX,XXX] million Treasury shares) available for future issuance. No shares of
Chevron preferred stock are issued and outstanding.



The
additional shares of common stock will, if and when issued, be identical to the shares of Chevron common stock now authorized and outstanding. The increase in authorized shares will not affect the
rights of current stockholders, but issuance of the shares could decrease each existing stockholder's proportionate equity ownership.




The
additional shares can be issued by the Board, without further stockholder action except as required by law or stock exchange regulations. The Board believes that this flexibility is in the best
interests of the Company and its stockholders. The resolution adopted by the Board recommending this proposal states:





    RESOLVED:
    That the Board of Directors of the Corporation hereby approves and declares it advisable that the Certificate of Incorporation be amended (the "Amendment") by deleting in its entirety the
    first sentence of the existing paragraph 1 of Article IV and substituting the following:



    "The
    total of shares of all classes of stock which the Corporation shall have authority to issue is six billion one hundred million (6,100,000,000), of which one hundred million (100,000,000) shares
    shall be Preferred Stock of the par value of one dollar ($1.00) per share, and six billion (6,000,000,000) shares shall be Common Stock of the par value of seventy-five cents ($0.75) per
    share."





Vote Necessary to Approve the Amendment and Effectiveness



The affirmative vote of the holders of a majority of the outstanding shares of all stock entitled to a vote at the Annual Meeting is required for approval of this Proposal 3.
If you "abstain" or otherwise do not vote on the proposal, it has the same effect as a vote against the amendment.



65









Proposal to Amend Chevron's Restated Certificate of Incorporation (Concluded)






If
this Proposal 3 is approved, the amendment to the Certificate of Incorporation will become effective upon filing the Restated Certificate of Incorporation (as shown in the Appendix) with the
Delaware Secretary of State.



Recommendation of the Board



Your Board unanimously recommends that you vote FOR the proposal to amend the Company's Certificate of Incorporation to increase the number of
authorized shares of Chevron common stock.



66











QuickLinks


Proposal to Amend Chevron's Restated Certificate of Incorporation






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

(Item 5 on the proxy form)

Whereas

Corporations operating in countries with civil conflict, weak rule of law, endemic corruption, poor labor and environmental standards face serious risks to reputation and shareholder value when they are seen as responsible for, or complicit in, human rights violations.

Chevron operates in numerous areas that the U.S. State Department classifies as high-risk environments. Conditions in such areas continue to experience significant human rights violations, notably Burma and Nigeria. http://www. state.gov/g/drl/rls/hrrpt/2006/

This urgency is further highlighted by U.N. Special Representative John Ruggie: "The extractive sector—oil, gas, and mining—utterly dominate the sample of reported [human rights] abuses... The extractive industries also account for most allegations of the worst abuses, up to and including complicity in crimes against humanity, typically for acts committed by public and private security forces...large-scale corruption; violations of labor rights; and a broad array of abuses in relation to local communities." http://www.umn.edu/humanrts/business/RuggieReport2006. html

Chevron's brief one-page human rights statement does not prescribe the desired action that a comprehensive, transparent, verifiable human rights policy will achieve. While citing general values, the language is vague and lacks standard components regarding management accountability, specific goals, performance metrics, reporting and evaluation guidelines.

With growing public scrutiny regarding human rights, a defined policy will enhance corporate reputation, improve stakeholder relations and employee safety, and reduce the risks of adverse publicity, boycotts, divestment campaigns, sanctions and lawsuits.

Creating policies with meaning is the first skill necessary for operating in high-risk environments. ("Caught in Turbulence," Foreign Direct Investment Magazine, April 2007).

Other companies, including our extractive peers, are developing human rights policies. This effort is critical for responsible leadership and shareholder value. http://www.business-humanrights.org/Documents/Policies.

A comprehensive policy includes: rights to equal opportunity and nondiscriminatory treatment; security of persons; worker rights including association, collective bargaining and safe/healthy workplaces; rights of indigenous peoples; economic, social and cultural rights; the right to development, adequate food and drinking water; and the right to health and environmental protection.

Chevron Chairman/CEO David O'Reilly correctly observes: "We are uniquely and powerfully positioned to deliver what millions of people worldwide long for—investment, jobs, a stable environment, healthy communities and a vibrant economy... This leadership must be rooted in action, not words." http://www.opec.org/opecna/Speeches/2006/OPEC_Seminar/PDF/David%20Oreilly2.pdf

We believe that an effective policy will also describe specific actions to prevent, investigate, report and mediate.

73


Stockholder Proposals (Continued)


Resolved

Shareholders request the Board to adopt a comprehensive, transparent, verifiable human rights policy and report to shareholders on the plan for implementation by October 2008.

The report to be prepared at reasonable expense, omitting proprietary information.

Supporting Statement

Shareholders made their concerns clear through strong votes FOR this resolution in 2007 and 2006.

1.
This policy will help avoid human rights violations and associated shareholder risks.

2.
By avoiding incidents rather than reactively managing crises, Chevron safeguards its partner of choice status by stakeholders.

3.
Chevron's corporate HIV/AIDS policy launched in 2005 clearly illustrates the strengths of a policy. Human rights require the same attention.

74


Stockholder Proposals (Continued)


YOUR BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL

Your Board recommends a vote AGAINST this proposal because Chevron already has in place a Human Rights Statement that, together with the principles articulated in The Chevron Way and other monitoring, reporting and training processes, demonstrates Chevron's long-standing and continued commitment to human rights and makes the proposal redundant and, thus, unnecessary.

Support for universal human rights has long been and will continue to be a core value and an important part of the way Chevron conducts its business. Chevron adopted and published its Human Rights Statement in 2006. Grounded in The Chevron Way, the Human Rights Statement expresses Chevron's commitment to supporting human rights for employees and in the communities where Chevron operates. The Statement also expressly acknowledges Chevron's adherence to the ideals articulated in (a) the United Nations' Universal Declaration of Human Rights, (b) the International Labor Organization's Declaration of Fundamental Principles and Rights at Work, (c) the Global Sullivan Principles, and (d) the Voluntary Principles on Security and Human Rights. These declarations, together with Chevron's Human Rights Statement and The Chevron Way, speak to and embody Chevron's commitment to many, if not all, of the components of the "comprehensive policy" suggested by the proponents, including: equal opportunity and nondiscriminatory treatment, security of persons, worker rights, and safe and healthy workplaces.

Chevron also has a training program for Chevron's employees to further enhance their understanding of human rights. The training provides an overview of key international documents and voluntary initiatives, including the international instruments noted above. Training began in 2006, and to date, more than 1,500 employees have completed the training, including senior managers and supervisors. Chevron's Business Conduct and Ethics Code will be updated in 2008 to include the text of the Human Rights Statement and a link to the training as an option for all employees. The Business Conduct and Ethics Code is available in 11 languages. In addition, Chevron keeps stockholders apprised of its efforts and progress in this area through robust Web site content and the annual publication of a Corporate Responsibility Report (see www.chevron.com).

Although the ultimate responsibility for safeguarding human rights rests with governments, your Board believes that Chevron can play an important role in this area. To this end, Chevron works cooperatively with governments, civil society and communities wherever it operates and will continue to use our Human Rights Statement as a framework to guide Chevron's constructive engagement on human rights issues.

This proposal is substantially the same as a proposal stockholders declined to support in 2007 and 2006. Your Board believes that this demonstrated lack of stockholder support for the proposal is due to the fact that the intent of the proposal is already being accomplished through Chevron's Human Rights Statement, The Chevron Way and continual training for Chevron employees. Your Board therefore believes that the proposal would merely duplicate Chevron's current efforts and is unnecessary and an inefficient use of Chevron's resources. Therefore, your Board recommends that you vote AGAINST this proposal.

75


Stockholder Proposals (Continued)


(Item 5 on the proxy form)



Whereas



Corporations operating in countries with civil conflict, weak rule of law, endemic corruption, poor labor and environmental standards face serious risks to reputation and
shareholder value when they are seen as responsible for, or complicit in, human rights violations.



Chevron
operates in numerous areas that the U.S. State Department classifies as high-risk environments. Conditions in such areas continue to experience significant human rights violations,
notably Burma and Nigeria.
http://www. state.gov/g/drl/rls/hrrpt/2006/



This
urgency is further highlighted by U.N. Special Representative John Ruggie: "The extractive sector—oil, gas, and mining—utterly dominate the sample of reported
[human rights] abuses... The extractive industries also account for most allegations of the worst abuses, up to and including complicity in crimes against humanity, typically
for acts committed by public and private security forces...large-scale corruption; violations of labor rights; and a broad array of abuses in relation to local communities."
SIZE=2>http://www.umn.edu/humanrts/business/RuggieReport2006. html



Chevron's
brief one-page human rights statement does not prescribe the desired
action that a comprehensive, transparent, verifiable human
rights policy will achieve. While citing general values, the language is vague and lacks standard components regarding management accountability, specific goals, performance metrics, reporting and
evaluation guidelines.



With
growing public scrutiny regarding human rights, a defined policy will enhance corporate reputation, improve stakeholder relations and employee safety, and reduce the risks of adverse publicity,
boycotts, divestment campaigns, sanctions and lawsuits.



Creating
policies with meaning is the first skill necessary for operating in high-risk environments. ("Caught in Turbulence,"
Foreign Direct Investment
Magazine,
April 2007).



Other
companies, including our extractive peers, are developing human rights policies. This effort is critical for responsible leadership and shareholder value.
http://www.business-humanrights.org/Documents/Policies.




A
comprehensive policy includes: rights to equal opportunity and nondiscriminatory treatment; security of persons; worker rights including association, collective bargaining and safe/healthy
workplaces; rights of indigenous peoples; economic, social and cultural rights; the right to development, adequate food and drinking water; and the right to health and environmental protection.



Chevron
Chairman/CEO David O'Reilly correctly observes: "We are uniquely and powerfully positioned to deliver what millions of people worldwide long for—investment, jobs, a stable
environment, healthy communities and a vibrant economy... This leadership must be rooted in action, not words."
http://www.opec.org/opecna/Speeches/2006/OPEC_Seminar/PDF/David%20Oreilly2.pdf




We
believe that an effective policy will also describe specific actions to prevent, investigate, report and mediate.



73









Stockholder Proposals (Continued)






Resolved



Shareholders request the Board to adopt a comprehensive, transparent, verifiable human rights policy and report to shareholders on the plan for implementation by October 2008.



The
report to be prepared at reasonable expense, omitting proprietary information.



Supporting Statement



Shareholders made their concerns clear through strong votes FOR this resolution in 2007 and 2006.




1.
This
policy will help avoid human rights violations and associated shareholder risks.


2.
By
avoiding incidents rather than reactively managing crises, Chevron safeguards its partner of choice status by stakeholders.


3.
Chevron's
corporate HIV/AIDS policy launched in 2005 clearly illustrates the strengths of a policy. Human rights require the same attention.

74









Stockholder Proposals (Continued)






YOUR BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL



Your Board recommends a vote AGAINST this proposal because Chevron already has in place a Human Rights Statement that, together
with the principles articulated in
The Chevron Way and other monitoring, reporting and training processes, demonstrates Chevron's
long-standing and continued commitment to human rights and makes the proposal redundant and, thus, unnecessary.



Support
for universal human rights has long been and will continue to be a core value and an important part of the way Chevron conducts its business. Chevron adopted and published its
Human Rights Statement in
2006. Grounded in
The Chevron Way, the Human Rights
Statement
expresses Chevron's commitment to supporting human rights for employees and in the communities where Chevron operates. The Statement also expressly acknowledges
Chevron's adherence to the ideals articulated in (a) the United Nations' Universal Declaration of Human Rights, (b) the International Labor Organization's Declaration of Fundamental
Principles and Rights at Work, (c) the Global Sullivan Principles, and (d) the Voluntary Principles on Security and Human Rights. These declarations, together with Chevron's
Human Rights StatementSIZE=2> and The Chevron Way, speak to and embody Chevron's commitment to many, if not
all, of the components of the "comprehensive policy" suggested by the proponents, including: equal opportunity and nondiscriminatory treatment, security of persons, worker rights, and safe and healthy
workplaces.



Chevron
also has a training program for Chevron's employees to further enhance their understanding of human rights. The training provides an overview of key international documents and voluntary
initiatives, including the international instruments noted above. Training began in 2006, and to date, more than 1,500 employees have completed the training, including senior managers and supervisors.
Chevron's
Business Conduct and Ethics Code will be updated in 2008 to include the text of the Human Rights
Statement
and a link to the training as an option for all employees. The Business Conduct and Ethics Code is available in 11
languages. In addition, Chevron keeps stockholders apprised of its efforts and progress in this area through robust Web site content and the annual publication of a
Corporate Responsibility Report
(see
www.chevron.com).



Although
the ultimate responsibility for safeguarding human rights rests with governments, your Board believes that Chevron can play an important role in this area. To this end, Chevron works
cooperatively with governments, civil society and communities wherever it operates and will continue to use our
Human Rights Statement as a framework to
guide Chevron's constructive engagement on human rights issues.



This
proposal is substantially the same as a proposal stockholders declined to support in 2007 and 2006. Your Board believes that this demonstrated lack of stockholder support for the proposal is due
to the fact that the intent of the proposal is already being accomplished through Chevron's
Human Rights Statement, The Chevron
Way
and continual training for Chevron employees. Your Board therefore believes that the proposal would merely duplicate Chevron's current efforts and is unnecessary and an
inefficient use of Chevron's resources.
Therefore, your Board recommends that you vote AGAINST this proposal.



75









NAME="page_ec16801_1_76">














NAME="ec16801_stockholder_proposals_(continued)">
Stockholder Proposals (Continued)






This excerpt taken from the CVX DEF 14A filed Mar 19, 2007.
(Item 2 on the proxy form)
 
The Audit Committee, which is composed entirely of independent Directors, has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the consolidated financial statements of Chevron and its subsidiaries for 2007 and Chevron’s management assessment of and the effectiveness of internal control over financial reporting. Your Board has endorsed this appointment. PricewaterhouseCoopers previously audited the consolidated financial statements of Chevron during the two years ended December 31, 2006 and Chevron’s management assessment of and the effectiveness of internal control over financial reporting as of December 31, 2006. During each of the two years ended December 31, 2006 and 2005, PricewaterhouseCoopers provided both audit and non-audit services.
 
Principal Accountant Fees and Services
 
Aggregate fees for professional services rendered for the Corporation by PricewaterhouseCoopers for the years ended December 31, 2006 and 2005, were as follows (millions of dollars):
 
                 
Services Provided
  2006     2005  
 
Audit
  $ 23.1     $ 26.0  
Audit Related
    2.6       3.3  
Tax
    1.4       1.8  
All Other
    0.1       0.1  
                 
Total
  $ 27.2     $ 31.2  
                 
 
The Audit fees for the years ended December 31, 2006 and 2005 were for the audits of the consolidated financial statements of the Corporation, statutory and subsidiary audits, issuance of consents, assistance with and review of documents filed with the SEC and Chevron’s management assessment of and the effectiveness of internal control over financial reporting.
 
The Audit Related fees for the years ended December 31, 2006 and 2005 were for assurance and related services for employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
 
Tax fees for the years ended December 31, 2006 and 2005 were for services related to tax compliance, including the preparation of tax returns and claims for refund; and tax planning and tax advice, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions, tax services for employee benefit plans and requests for rulings or technical advice from tax authorities.
 
All Other fees for the years ended December 31, 2006 and 2005 included services rendered for software licenses, subscriptions, benchmark studies and surveys.


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Table of Contents

Ratification of Independent Registered
Public Accounting Firm
(Concluded)

Audit Committee Pre-Approval Policies and Procedures
 
The 2006 audit and non-audit services provided by PricewaterhouseCoopers were approved by the Audit Committee. The non-audit services which were approved by the Audit Committee were also reviewed to ensure compatibility with maintaining the accounting firm’s independence.
 
The Audit Committee implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by PricewaterhouseCoopers and the estimated fees related to these services. During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the accounting firm. The services and fees must be deemed compatible with the maintenance of the accounting firm’s independence, including compliance with SEC rules and regulations.
 
Throughout the year, the Audit Committee reviews any revisions to the estimates of audit and non-audit fees initially approved.
 
Representatives of PricewaterhouseCoopers will be present at the Annual Meeting, will have an opportunity to make statements if they desire and will be available to respond to appropriate questions. If the stockholders do not ratify the appointment of PricewaterhouseCoopers, the Audit Committee will select another independent registered public accounting firm for the following year.
 
Your Board unanimously recommends that you vote FOR the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm.
 


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Table of Contents

Proposal to Amend Chevron’s
Certificate of Incorporation
This excerpt taken from the CVX DEF 14A filed Mar 21, 2005.

(Item 7 on the proxy form)

 

WHEREAS, biodiversity is being lost at an alarming rate, and there is a need to preserve the remaining species of plants and animals; and the direct and indirect impact of oil and gas exploration and production can pose significant risks to biodiversity;

 

WHEREAS, protected and sensitive areas are essential for supporting biodiversity. Development in these areas can have negative impacts on biodiversity. For example, the Department of the Interior estimates that drilling in the coastal plain of the Arctic National Wildlife Refuge will displace or damage up to 40 percent of the Porcupine River Caribou herd, threaten denning areas for polar bears, and disturb ecosystems that support more than 130 species of migratory birds;

 

WHEREAS, as shareholders, we believe there is a need to study, disclose and report on the possible impact to our company’s value from decisions to do business in protected and sensitive areas, including: IUCN Management Categories I-IV and Marine Management Categories I-V; World Heritage Sites; and national parks, monuments, and wildlife refuges.

 

WHEREAS, preserving sensitive ecosystems will enhance our company’s image and reputation with consumers, elected officials, current and potential employees, and investors;

 

WHEREAS, some of our major competitors have already enacted such a policy,

 

RESOLVED, shareholders instruct ChevronTexaco to prepare a report, at reasonable cost and omitting proprietary information, on the potential environmental damage that would result from the company drilling for oil and gas in protected areas, including IUCN Management Categories I-IV and Marine Management Categories I-V; World Heritage Sites; and national parks, monuments, and wildlife refuges. The report should examine the possible impacts on our company’s value from decisions to do business in these areas. The report should be available to investors by the 2006 annual meeting.

 

Supporting Statement

 

We agree with ChevronTexaco when the company states “there has been growing recognition that preservation of biodiversity is not only an environmental issue, but also one with important social and economic implications. The public has become increasingly concerned about the loss of biodiversity in key regions of the world and the role industry has played in that loss.”

 

We welcome ChevronTexaco’s interest in biodiversity, and the goal of doing no harm to the environment. ChevronTexaco acknowledges that its understanding of biodiversity conservation concerns has expanded. ChevronTexaco has “identified the opportunity to more systematically manage the issue by better integrating it into our Operational Excellence Management System.”

 

As shareholders we strongly believe, in addition to managing the issue, there is a need to study and disclose the impact on our company’s value from decisions to do business in protected areas. This would include studying the implications of a policy of refraining from drilling in protected areas such as IUCN Management Categories I-IV and Marine Management Categories I-V; World Heritage Sites; and national parks, monuments, and wildlife refuges.

 

Vote YES for this proposal, which will improve our Company’s reputation as a leader in environmentally responsible energy recovery.

 

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Table of Contents

Stockholder Proposals (Continued)

 


 

YOUR BOARD’S RECOMMENDATION AGAINST THE PROPOSAL ON OIL AND GAS DRILLING IN PROTECTED AND SENSITIVE AREAS

 

Your Board believes ChevronTexaco has expressly committed to conducting its business in a socially responsible and ethical manner that protects people and the environment, and it openly communicates its principles and examples of incorporating them in its day-to-day business in Company materials such as its annual Corporate Responsibility Report. Therefore your Board believes a special report on this subject is unnecessary and recommends you vote AGAINST the proposal.

 

ChevronTexaco’s operations are guided by principles that strongly emphasize the importance of protecting people and the environment. Safe, reliable, efficient and environmentally sound operations are among its core values. The Company continually works to improve processes to protect and conserve the natural environment wherever it operates. Biodiversity conservation is integrated into its Operational Excellence Management System—its corporate-wide health, environment and safety operational principles and practices.

 

The Company engages with governments, non-governmental organizations, communities, industry and educational associations and other stakeholders on this issue. For example, ChevronTexaco participates in the multi-year Energy and Biodiversity Initiative (EBI). It plans to pilot certain EBI tools within the Company and is encouraging similar efforts by its industry peers outside of EBI. It also engaged with external policy initiatives such as the Convention on Biological Diversity and World Conservation Forum and actively promotes enhanced attention by industry to biodiversity conservation.

 

Your Board recognizes that biodiversity is an important issue. The Company operates in protected areas only where the government has legally authorized such operations and where it is confident it can comply with all regulatory requirements and utilize operating practices appropriate for the area.

 

Your Board believes that decisions on whether to operate in protected areas need to be made case-by-case. They should be based on the specific circumstances of the area and operation involved, and should consider the potential risks and benefits to both business value and biodiversity. Every decision is unique and specific to the location and the Company’s operational plans, but in every case the Company works to understand the potential risks and benefits—to both business value and biodiversity.

 

ChevronTexaco’s case-by-case approach makes most sense to balance economic and environmental business needs. Our stockholders have derived value from oil and gas production from historic and existing Company operations in protected areas. Continued major global expansion of the number and size of protected areas that prohibit natural resource development has the potential to foreclose much needed oil and gas production and thus poses risks for future stockholder value.

 

This is one of a number of stockholder proposals seeking a specially prepared report. Your Board believes such reports are an inefficient use of Company resources when the issues are addressed through existing Company communication vehicles.

 

Your Board believes the Company’s approach to operating in protected areas, balancing economic and environmental business needs, is aligned with the Company’s principles and designed to build long-term value. Therefore, your Board recommends you vote AGAINST the proposal.

 

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Table of Contents

Stockholder Proposals (Continued)

 


 

STOCKHOLDER PROPOSAL TO REPORT ON ECUADOR

 

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