Article

ExxonMobil Board of Directors

Article

Exxon Mobil Corporation Board of Directors

Age 70, Director since 2017

Principal occupation: President Emerita of the Woods Hole Oceanographic Institution, a global research organization

Business experience: Dr. Avery served as president and director of the Woods Hole Oceanographic Institution from 2008 to 2015. She served as interim dean of the graduate school and vice chancellor for research, interim provost and executive vice chancellor for academic affairs at the University of Colorado Boulder from 2004 to 2008.

Current public company directorships: None

Past public company directorships: None

Age 58, Director since 2016

Principal occupation: Former Chairman of the Board, President and Chief Executive Officer of WellPoint (now Anthem), a health insurance company

Business experience: Ms. Braly served as chairman of WellPoint from 2010 to 2012; and president and chief executive officer from 2007 to 2012. She served as executive vice president, general counsel and chief public affairs officer of WellPoint from 2005 to 2007, and president and chief executive officer of Blue Cross Blue Shield of Missouri from 2003 to 2005.

Current public company directorships: Brookfield Asset Management (May 2015 - Present); Lowe’s (November 2013 - Present); Procter & Gamble (December 2009 - Present)

Past public company directorships: WellPoint (June 2007 - August 2012)

Age 61, Director since 2012

Principal occupation: Chairman of the Board and Chief Executive Officer, VEON Ltd.

Business experience: Ms. Burns was appointed as chairman of VEON in July 2017, and as chief executive officer in December 2018. She served as chairman of Xerox from 2010 to June 2017. She was also elected chief executive officer in 2009 and president in 2007, and relinquished these roles in 2016. She also served as senior vice president, Corporate Strategic Services; and senior vice president and president, Document Systems and Solutions Group, and Business Group Operations, at Xerox.

Current public company directorships: Veon (July 2017 - Present); Nestlé (April 2017 - Present)

Past public company directorships: Xerox (April 2007 - June 2017); American Express (January 2004 - May 2018)

Age 65, Director since 2009

Principal occupation: Chairman of the Board, President, and Chief Executive Officer, Merck & Co.

Business experience: Mr. Frazier was elected chairman and chief executive officer of Merck in 2011, and president in 2010. He was elected executive vice president and president, Global Human Health, at Merck in 2007; and executive vice president and general counsel in 2006. He served as senior vice president and general counsel at Merck from 1999 to 2006.

Current public company directorships: Merck (January 2011 - Present)

Past public company directorships: None

Age 67, Director since 2018

Principal occupation: Former Chairman, President and Chief Executive Officer, MetLife

Business experience: Mr. Kandarian was elected Chairman of the Board of MetLife in January 2012. He became President and CEO in May 2011. He retired from MetLife in April 2019. Previously, Mr. Kandarian had served as Executive Vice President and Chief Investment Officer. Before joining MetLife, he was Executive Director of the Pension Benefit Guaranty Corporation.

Current public company directorships: AECOM (March 2019 - Present); MetLife (May 2011 - April 2019)

Past public company directorships: None

Age 66, Director since 2015

Principal occupation: Former Chairman of the Board and Chief Executive Officer, Caterpillar Inc.

Business experience: Mr. Oberhelman was elected chairman and chief executive officer of Caterpillar in 2010 and relinquished these roles in 2017 and 2016, respectively. He was elected group president of Caterpillar in 2002; and vice president, Engine Products Division in 1998. He also served as vice president and chief financial officer of Caterpillar from 1995 to 1998.

Current public company directorships: Bombardier (November 2017 - Present)

Past public company directorships: Caterpillar (July 2010 - March 2017); Eli Lilly and Company (December 2008 - February 2015)

Age 68, Director since 2006

Principal occupation: Former Chairman of the Board, President and Chief Executive Officer, IBM

Business experience: Mr. Palmisano was elected chairman, president, and chief executive officer of IBM in 2003 and relinquished these roles in 2012. Mr. Palmisano also served as president, senior vice president and group executive for IBM’s Enterprise Systems Group, IBM Global Services, and IBM’s Personal Systems Group.

Current public company directorships: American Express (March 2013 - Present)

Past public company directorships: IBM (July 2000 - September 2012)

Age 71, Director since 2007

Principal occupation: Former Chairman of the Board and Chief Executive Officer, PepsiCo

Business experience: Mr. Reinemund served as executive chairman of the board of PepsiCo from 2006 to 2007, and retired in 2007; he was elected chief executive officer and chairman of the board in 2001; president and chief operating officer in 1999; and director in 1996. He was elected president and CEO of Frito-Lay in 1992 and Pizza Hut in 1986. Mr. Reinemund served as dean of business, Wake Forest University from 2008 to 2014.

Current public company directorships: GS Acquisition Holdings Corp (June 2018-Present); Walmart (June 2010-Present); Marriott (April 2007 - Present)

Past public company directorships: American Express (April 2007 - May 2015)

Age 71, Director since 2013

Principal occupation: Former Chairman of the Board and Chief Executive Officer, Johnson & Johnson

Business experience: Mr. Weldon was elected chairman and chief executive officer of Johnson & Johnson in 2002, and relinquished the roles of CEO and chairman in 2012. He also served as vice chairman from 2001 to 2002 and as worldwide chairman, Pharmaceuticals Group, from 1998 to 2001.

Current public company directorships: CVS Caremark (March 2013 - Present); JPMorgan Chase (March 2005 - Present)

Past public company directorships: Chubb (May 2013 - January 2016); Johnson & Johnson (February 2001 - December 2012)

Age 55, Director since 2016

Principal occupation: Chairman of the Board and Chief Executive Officer, Exxon Mobil Corporation

Business experience: Mr. Woods was elected chairman of the board and chief executive officer of Exxon Mobil Corporation in 2017. He served as president of Exxon Mobil Corporation in 2016, senior vice president from 2014 to 2016, and vice president, and president, ExxonMobil Refining & Supply Company from 2012 to 2014.

Current public company directorships: None

Past public company directorships: Imperial Oil Ltd. (April 2013 - July 2014)

(Updated as of April 11, 2019)

Powers of the Board

Exxon Mobil Corporation
Board of Directors Resolution Regarding
Powers and Functions Reserved to the Board
November 1, 2016

"RESOLVED, That, in light of the provisions of New Jersey law that the management of the business and affairs of the Corporation be managed by or under the direction of the Board of Directors and the provisions of Article IV of the By-Laws, as amended, dealing with the management responsibilities of the officers of the Corporation:

A. the Board reserves the following functions to itself (and, to the extent delegated thereto, to its Committees):

amendment of the By-Laws,
filling vacancies on the Board, designation of nominees for election to the Board by the shareholders, and removing directors from the Board for cause including for any material failure to follow the Standards of Business Conduct, the Corporate Governance Guidelines, or any other obligation owed by directors to the Corporation.
determining whether any director candidate nominated for election under the proxy access or advance notice provisions of the By-Laws meets the requirements of those provisions,
establishment of committees of the Board and appointment of committee members,
election of officers of the Corporation, designation of the chief executive officer of the Corporation and authorization to any officer of the Corporation to appoint assistant officers,
establishment of divisions of the Corporation and appointment of the presidents thereof,
remuneration of the Directors,
setting the date, time and place of shareholder meetings,
submission to shareholders of any action that requires shareholder approval,
approval of the Annual Report and proxy statement,
appointment of independent auditors by the Audit Committee, subject to shareholder ratification and receiving of auditors' reports,
declaration of dividends,
issuance and acquisition of long-term debt or shares of stock, and the fixing of the consideration for treasury shares to be disposed of by the Corporation, except as delegated to the Treasurer as described in B.7 below,
registration and listing of securities and appointment of transfer agents and registrars,
review of summary financial and operating results (quarterly),
adoption of any new major employee benefit plans and programs and approval of any major amendment of an existing major employee benefit plan or program (e.g., Pension Plan and Savings Plan) which might involve substantial cost to the Corporation or significantly alter the scope, nature or degree of benefits,
review of overall policies and objectives for corporate contributions, and approval of contributions budget (annually),
authorization of political contributions and political action committees, except as delegated to officers of the Corporation as described in B.11 below,
adoption of such policies and the taking of such other actions as the Board deems to be in the best interests of the Corporation; and

B. the Board notes that it, or a Board Committee, has heretofore delegated the following specific standing powers to one or more officers of the Corporation and reserves to itself or such Board Committee power to alter any such delegation:

authority to execute documents on behalf of the Corporation,
authority to open and maintain bank accounts,
authority to open and maintain brokerage accounts,
authority to make foreign exchange transactions,
authority to maintain an inventory of Corporation stock in the Treasury,
authority to advance or loan money to, subscribe to equity capital in, guarantee obligations of, and accept deposits from affiliated companies,
authority to enter into tax-exempt financing of the facilities and operations of the Corporation or of its affiliates,
authority to determine whether an indemnity bond shall be required as a condition to the transfer of a share certificate alleged to have been lost, destroyed or wrongfully taken and, if so, the sufficiency thereof,
authority to adopt, terminate, or change employee benefit plans or programs, except major additions or changes to major employee benefit plans or programs,
authority for short term borrowing,
authority to make political contributions in connection with propositions and referenda, to political parties in the United States and to candidates for certain state offices in the United States; and

C. the Board requests that the chief executive officer refer to it (or to a committee of the Board to which it has delegated responsibility) for consideration and, as appropriate, concurrence:

the long term strategy and corporate plan of the Corporation, and significant changes thereto,
investment plans which would involve significant commitments of financial, technological or human resources, or would involve significant risks for the Corporation,
significant sales, transfers, or other dispositions of property or assets,
significant changes in policies of broad application,
major organization changes,
an annual review of political contributions made by Corporation interests in the United States and Canada, and
other matters relating to the Corporation's business which in the judgment of the chief executive officer are of such significance as to merit the Board's consideration.

FURTHER RESOLVED, That the resolution on this subject adopted by the Board on May 28, 2008 be and it hereby is revoked."

Board Committees Overview

The Board appoints Committees to help carry out its duties. In particular, Board Committees work on key issues in greater detail than would be possible at full Board meetings. Each Committee reviews the results of its meetings with the full Board. The committee appointments as of May 30, 2018 are listed below.

Click on the Committee title to view that Committee's charter.

Audit Committee