Chevron board member with env expertise
|Filer||New York State Comptroller|
|Sector||Oil and Gas|
|Resolved Clause Summary||Add independent board member with environmental expertise|
Environmental expertise is critical to the success of companies in the energy industry because of the significant environmental issues associated with their operations. Shareholders, lenders, host country governments and regulators, and affected communities are focused on these impacts. A company’s inability to demonstrate that policies and practices are in line with internationally accepted environmental standards can lead to difficulties in raising new capital and obtaining the necessary licences from regulators.
Chevron has been repeatedly cited for allegedly harmful environmental practices:
- In November, 2013, Ecuador’s highest court, upholding a 2011 judgement, found Chevron liable for $9.5 billion in damages arising from widespread contamination of Amazonian land and water resources by Texaco between 1964 and 1992.
- A serious oil spill off the coast of Brazil caused the Brazilian government to suspend Chevron’s off-shore oil exploration in November, 2011. In 2013, the company agreed to pay fines of $ 17.3 million and $128 million in compensatory expenses in settlement of charges made by Brazilian authorities.
- Chevron is accused of polluting land and water resources by its Niger Delta operations, and seriously damaging the local fishing economy through the dredging of waterways.
We believe that Chevron would benefit by addressing the environmental impact of its business at the most strategic level by appointing an environmental specialist to the board. An authoritative figure with acknowledged expertise and standing could perform a valuable role for by enabling Chevron to more effectively address the environmental issues inherent in its business. It would also help ensure that the highest levels of attention focus on the development of environmental standards for new projects.
THEREFORE, BE IT RESOLVED: Shareholders request that, as elected board directors’ terms of office expire, at least one candidate is recommended who:
- has a high level of expertise and experience in environmental matters relevant to hydrocarbon exploration and production and is widely recognized in the business and environmental communities as an authority in such field, as reasonably determined by the company’s board, and
- will qualify, subject to exceptions in extraordinary circumstances explicitly specified by the board, as an independent director.*
*For these purposes, a director shall not be considered “independent” if, during the last three years, he or she –
- • was, or is affiliated with a company that was an advisor or consultant to the Company;
- • was employed by or had a personal service contract(s) with the Company or its senior management;
- • was affiliated with a company or non-profit entity that received the greater of $2 million or 2% of its gross annual revenues from the Company;
- • had a business relationship with the Company worth at least $100,000 annually;
- • has been employed by a public company at which an executive officer of the Company serves as a director;
- • had a relationship of the sorts described herein with any affiliate of the Company; and
- • was a spouse, parent, child, sibling or in-law of any person described above.