Status Update

May 9, 2019

Slides

To ExxonMobil's Shareholder Audio Webcast. This webcast is being recorded. Your host today will be Mr. Neil Hansen, Vice President, Investor Relations and Secretary and Ms. Inge Van Coppenhall, Manager, Executive Compensation, Benefits and Policy. The format of today's call will include prepared remarks from Mr. Hansen and Ms. Van Coppenhall, followed by a question and answer session. At this time, I'll turn the webcast over to Mr. Hansen. Please go ahead, sir. Great. Thank you. Good morning, and welcome to today's shareholder webcast. This is Neil Hansen, Vice President of Investor Relations and Corporate Secretary for ExxonMobil. Over the next hour, Inge, who is the Compensation Benefit Plans and Policies Manager, will cover key highlights of ExxonMobil's executive compensation program. I will also briefly touch on the 7 shareholder proposals included in this year's proxy. We realize you engage with several companies during this time of the year, so we would like to thank you for taking the time to participate this morning. As in prior years, this webcast is part of a broad, active and inclusive shareholder outreach effort that occurs throughout the year. We will leave time today at the end of our prepared remarks for questions, and please feel free to submit your questions related to the content of this presentation via the Internet at any time during the presentation. Please take note of the cautionary statement on Slide 3. Compensation related terms and footnotes are also included at the end of this presentation. Now before we proceed to the primary content of this webcast, let me first touch on the importance of shareholder engagement. We believe ongoing engagement with our shareholders is vitally important and keeping shareholders informed of relevant business matters is a key priority for us. We also benefit from the engagement as it provides the Board and management with key shareholder perspectives. The company connects with shareholders through a variety of venues. We engage directly with shareholders throughout the year to address matters of interest and we strive to respond to all shareholder inquiries. Our engagement efforts, for example, on environmental, social and governance issues alone has more than doubled in the last few years. Of course, the Annual Shareholders Meeting is a time when we interface with many individual and institutional shareholders. Our corporate website, company publications and webcasts such as this, along with other engagements that occur during the year, are other ways that we communicate with you and provide important information about your company. The Board has also established procedures for shareholders to communicate with individual directors, including the presiding director, board committee members or the non employee directors as a group. More information about the process for communicating with directors may be found on Page 18 of our proxy statement. We welcome and value the input from all shareholders. Input is taken seriously by the company and considered in deliberations and disclosures. I'll now turn it over to Inge, who will review our executive compensation program. Thank you, Neil, and thank you everyone on the call today for your interest. I appreciate our time today is limited, so I will focus the discussion on a brief overview of our compensation program and more specifically the key design features of our performance share and bonus program. Process used by the comp committee to determine CEO pay and the considerations that drove the outcome of that process for the most recent cycle. I will also make reference to additional information that can be found in our proxy materials, including our 2019 executive compensation overview. As I do this, I would like to leave you with 3 key messages, each of which we will review in greater detail on subsequent slides. 1st, our compensation program has been designed to fully align with our business model and the returns of our long term shareholders. This is most evident in our performance share program, which represents the majority of our executives' overall pay and is characterized by uniquely long restriction periods. 2nd, both our performance share and bonus programs deliver executive pay that is highly performance based and is tied to company performance. 3rd, taking into account overall company performance and annual benchmarking, the compensation committee made compensation decisions resulting in realized and unrealized pay over a 10 year period that is just under the median of compensation benchmark companies. The compensation committee evaluates the program annually and continues to support the overall design of our compensation program for its alignment with ExxonMobil's business model and the returns of our long term shareholders. Our strong governance practices further strengthen the design of our program and discourage executives from taking inappropriate risk. Examples include significant executive stock ownership and no accelerated vesting at retirement. We also do not have employment contracts, severance agreements or change in control arrangements. More details on our government practices can be found in the 2019 executive compensation overview. While the design of our compensation program has not changed, we have enhanced our disclosure to respond to the valuable insights we gained from our ongoing engagements with shareholders and proxy advisors. To the first point, alignment with our business model and the experience of our long term shareholders. Our business is a depletion business, a business that involves continual and large investments over long periods of time that require our executives to maintain a long term view when making business decisions. The performance share program makes up the majority of CEOs' pay and is marked by uniquely long restriction periods that place a significant portion of executives' pay at risk well into retirement and through the commodity price cycle. This feature enables long term decision making and aligns the experience of our executives with that of our long term shareholders. Performance share awards that's 50% in 5 years from grant aid and 50% in 10 years or retirement, whichever is later. These long restriction periods effectively result in large levels of stock ownership. Now to put this in perspective, in the case of our CEO, his current level of stock ownership is 32x base salary, far exceeding standard ownership guidelines of typically 6x base salary. Restricted shares also remain at risk of forfeiture while invested. In order to maintain a strong linkage between performance and pay, while at the same time preserving these long restriction periods, our program applies relative performance metrics at Grant versus at VEST. In doing so, we eliminate the constraints inherent in alternative programs that involve short term target setting, whereby performance and restriction periods must be shorter in order to maintain line of sight to develop credible and achievable targets. The blue chart at the bottom of this slide illustrates how ExxonMobil's performance share program with its long restriction period is a better fit for our business model than a shorter term program design. We have developed this chart in response to feedback from our shareholders seeking to better understand the connection with our business model. While every project net cash flow curve transitions from investment to profitability at a different point in time, In our business, in general, this inflection point materializes over a longer period of time. The longer bar at the top of the chart represents ExxonMobil's performance share program where the extended restriction period results in an experience for our executives that is more closely aligned with shareholder returns. By design, ExxonMobil's program does not allow for all shares to vest before the impact of key decisions becomes known. It also holds executives accountable for project success many years after making initial project investment decisions. In our view, short term target setting also incentivizes behaviors that are counter to our goal of creating sustainable growth and shareholder value. Given the long term nature of our business, it is important for our executives to maintain a long term view in decision making that cuts through the ups and downs of the commodity price cycle. Long restriction periods achieve that. The chart on this page demonstrates that an alternate formula based program with short term target setting and 3 year vesting would allow monetization of performance shares at a much faster pace. In this example, we assume that executives are granted a set number of shares over a 10 year period beginning in 2,008 and compares the vesting pattern in the ExxonMobil program with that of a typical 3 year target setting methodology. In 2013, on the eve of a greater than 50% decline in crude price, only 8% of awards granted in the ExxonMobil program had vested versus the alternate program in which 58% would have vested. In other words, 7 times more than the ExxonMobil program. The alternate short term target setting program allows executives to monetize shares before the impact of commodity prices take full effect. And by doing so, misaligns their realized pay with the experience of long term shareholders. In summary, the Performant Share program with its uniquely long restriction period enables an environment where executives are incentivized to take a long term view in decision making, aligned with the nature of our business and the experience of our long term shareholders. Our annual bonus program ties executive compensation to annual earnings performance and encourages strong earnings performance in the near and midterm while maintaining risk of forfeiture. The size of the annual bonus pool itself is determined by a formula that has been applied consistently for each of the last 17 years, including years in which earnings declined. To determine the bonus pool size, we multiply the percent change in annual earnings by 2 thirds. The result is the percent change in the bonus pool from the prior year. Individual bonus awards are then determined by this formula, changes in pay grade and performance and are delivered using 2 distinct vehicles. Half of the annual bonus is delivered in cash in the year of the grant. The other half of the bonus, the earnings bonus units is delayed and does not vest until cumulative earnings per share reach a specified level, currently $6.5 per share. If this threshold is not achieved within 3 years from grants, this half of the bonus will be truncated and will pay out at the actual cumulative earnings per share level. For clarity, this unique vesting feature is considered secondary to the primary performance metric of annual earnings and provides a medium term incentive to continue strong earnings performance while maintaining risk of forfeiture. We have enhanced our disclosure on the operation of the bonus program to better clarify these points in response to shareholder feedback. As you can see from the bar chart, over the last 10 years, the annual bonus award to our CEO tracks the change in annual earnings performance, showing the strong linkage of this portion of CEO pay to company performance. During our engagements with shareholders, we also received feedback to provide additional clarity on the process and considerations used by the compensation committee to determine CEO pay. As in previous years, the compensation committee uses the company's financial and operating performance relative to industry peers, progress towards strategic objectives and annual compensation benchmarking as inputs into their deliberations on the CEO's pay, particularly as it pertains to the performance share award, the largest portion of the pay package. The pre established performance metrics remain the same as in 2017 and include safety and operations integrity, return on average capital employed, cash flow from operations and asset sales and total shareholder return, each effect over the investment lead times of the business. This year, the compensation committee placed additional emphasis on the company's progress to our strategic objectives, including a strong focus on the company's growth strategy, which has been widely communicated in the investment community. Performance metrics are not assigned a specific weight using a preset formula. Rather, industry leading performance relative to industry peers is required across all 3 established metrics to maximize performance share award levels. These performance metrics continue to best reflect the complex nature of our business and set a very high ongoing standard of performance for our executives. While the performance metrics are not assigned a specific weight, safety and operations integrity performance and ROCE are given the highest priority as is progress towards the company's strategic objectives. We have already discussed the strong connection between earnings performance and the bonus program. Now turning to the 2018 performance share grant. We continue our leadership relative to industry peers in 3 of 4 performance metrics, safety and operations integrity, return on average capital employed, and cash flow from operations and asset sales, each assessed over the investment lead times of the business. Relative 10 year TSR, however, continued to lag in 2018. Secondly, the compensation committee noted significant progress towards the company's strategic objectives, underpinned by a strong company growth strategy. A summary of key accomplishments can be found on Page 5 of the 2019 executive compensation overview. Overall, pay for the CEO position is at the 47th percentile for realized and unrealized pay for the most recent 10 year period based on annual compensation benchmarking against a group of large peer companies. Ideal compensation benchmark companies for ExxonMobil include U. S.-based companies with large scale and complexity, international operations, capital intensive businesses with long investment horizons, and those that can be consistent participants in compensation surveys. A list of these companies can be found on Page 7 of the 2019 executive compensation overview. In summary, this overview reflects the compensation committee's decision to deliver executive pay that is highly performance based and is tied to the performance of the company. Now let me turn to 2018 reported and realized pay for our CEO. Reported pay for 2018 is $18,800,000 up approximately 7.5% from 2017 and reflects the current CEO's increased experience in the role, the company's leading performance in 3 or 4 financial and operating metrics and significant progress towards strategic objectives. Yet, it's balanced by 10 year PSR performance that is lagging industry peers. As is intended by the design of our compensation program, over 60% of CEO pay is in performance shares with long restriction periods, represented by the light blue shaded area on the reported pay chart. As a result, 2018 realized pay for our CEO was $6,600,000 This includes salary, cash bonus and vesting of previously granted incentive awards. Realized pay represents 35% of reported pay and compares to an average of 47% of reported pay for the most recent 10 year period. Looking at pay for any particular year in isolation is not the most complete way to assess compensation. For this reason, as we have done in the past, we also disclose CEO realized and unrealized pay over a 10 year period and we continue to receive positive feedback from our shareholders on the additional perspective it provides. This slide shows how pay for the CEO position over the most recent 10 year period compares with the companies in our compensation benchmark group. For ExxonMobil, CEO pay is at the 47th percentile of compensation benchmark companies and ranks 7 out of 13 companies. This chart illustrates not only the rank position and percentile, but also the magnitude of ExxonMobil CEO pay compared to CEO Pay at our compensation benchmark companies. We believe that this in-depth analysis provides a more balanced and accurate perspective on how ExxonMobil's CEO compensation compares to that of our compensation benchmark company. To recap the key messages I covered at the beginning. 1, our compensation program design is fully aligned with our business model and the returns of our long term shareholders. 2, executive pay is highly performance based and tied to company performance. And 3, CEO pay is at the 47th percentile of compensation benchmark companies based on 10 year combined realized and unrealized pay. We truly value the opportunity to dialogue with our shareholders to discuss our compensation program throughout the year. These engagements provide us valuable insights that are taken into consideration as the compensation committee evaluates our compensation program design and disclosure each year. And I hope we have been able to demonstrate this during this webcast. In closing, I would like to say that on behalf of your Board of Directors, we recognize your vote is important and we encourage you to consider all the information we have provided you today and in our disclosures and that you vote for the advisory vote to approve executive compensation. With that, Neil, I would like to turn it back to you. All right. Thank you, Inge. As I mentioned previously and as Inge touched on again, we appreciate the opportunity to engage with our shareholders. In fact, during 2018, we held more than 80 engagements in person or by teleconference, specifically on environmental, social and governance items. And in doing so, we reach shareholders that own more than 1,300,000,000 shares or approximately 30% of our total shares outstanding. Each year, the corporation receives a number of suggestions from shareholders, some of which are in the form of proposals to be presented at the annual meeting. We seek a dialogue with the proponents and co filers and often we are able to reach agreement on the substantive intent of those proposals. For the remainder of the proposals, we are generally in agreement on the objectives, but differ on the approach. And again, we are firmly committed to maintaining constructive dialogue with proponents throughout the year to better understand positions and work toward mutually beneficial solutions. A moment ago, I mentioned that many times ExxonMobil and its shareholders are able to agree on objectives, but occasionally don't align on the approach to reach those objectives. The shareholder proposals covered on the next several slides are good examples. And the Board recommends that you vote against these shareholder proposals. 1st, regarding the independent Chairman proposal, again, we agree with the importance of a strong and independent Board dedicated to representing the interest of shareholders and providing oversight of company management, including the CEO. However, we do not agree that a combined Chairman CEO position hinders this objective. In fact, combining the Chairman and CEO roles results in significant benefits to shareholders that an independent Chairman would not provide. Our Chairman has deep company knowledge and industry experience and is well positioned to bring existing and evolving issues to the Board's attention to ensure appropriate and timely oversight. All directors, including the presiding director, are independent other than the CEO. We believe the Board should retain flexibility to select the best leadership structure that will serve the long term interest of its shareholders. Next, on shareholders. Next, on the proposal regarding special shareholder meetings, ExxonMobil shareholders currently have the right to call special shareholder meetings. Consistent with applicable state law, this requires at least 10% of outstanding shares combined with a showing of good cause to disclose purpose and intent to all shareholders. Now important to note that if after engagement with shareholders, the Board agrees that a special meeting is appropriate, then such a meeting could be proactively scheduled by the Board without the need to show good cause. Next, we agree that our Board benefits from diversity of experience, background, gender and ethnicity and that shareholders should know the varying perspectives that our directors contribute to Board deliberations and reviews. However, we do not agree that a prescribed matrix format is imperative in providing this information. And let me be clear, this proposal is a question of format, not substance. In fact, in this year's proxy statement, we enhanced disclosures to detail the competencies and collective attributes that are important for our business and more clearly linked these competencies to the directors' biographies. Diversity remains a key emphasis for the Board as is evidenced by the fact that our Board's gender, ethnic diversity exceeds S and P company averages. Our current disclosures are designed to emphasize that while individual directors leverage their unique experiences and knowledge, Board decisions and perspectives reflect the collective wisdom of the group to effectively represent the interests of all shareholders. Related to the structure of our Board, we agree that oversight of risks and the company's strategic direction is an important aspect of our enterprise risk management and is essential to the long term success of the company. The risk of changing demand for our products for any reason, including climate, technology or economic conditions is considered a risk, which is managed by the full Board. Each Director brings important expertise to the analysis of risks. The Board receives help from committees as well, including the audit committee, which assesses our overall risk management approach and structure to ensure risks are being managed appropriately. The Public Issues and Contributions Committee reviews the company's environmental performance, including steps taken to identify and manage climate related risks across businesses, across strategies, financial planning and the environment. But important to note that to fully understand any risks, including climate related risks, the Board must consider the interactions and interdependencies with other risk drivers, including operational risk, reputational risk and risk to health and safety. A single issue committee creates organizational risk that could miss the interconnections between these risks. So given the already established comprehensive risk governance process as well as the Board oversight currently provided and its current committees, the Board is confident that climate related risk is appropriately addressed by the current governance structure. Next is a proposal related to our Gulf Coast facilities. ExxonMobil, and again this is a very important note, only invests in petrochemical plants or other operations where potential risks can be managed to safe and acceptable levels. Our business often requires us to work in remote and challenging environments all over the world. ExxonMobil's Operations Integrity Management System or OIMS has proven effective at ensuring readiness and resiliency to extreme weather conditions. Our detailed and well practiced emergency response plans, which are tailored to each facility, help us respond to unplanned events, including extreme weather. A good example of ExxonMobil's proactive approach to severe weather can be found in our response efforts to Hurricane Harvey in 2017, and those response efforts began even before the storm arrived. We safely shut down operations and quickly recovered after the storm passed. In addition, we made significant monetary and non monetary contributions to benefit the communities where we operate. In Beaumont, where we implemented around the clock efforts to restore water management systems and provided in kind donations of labor and equipment exceeding more than $900,000 in value. In addition, in Baytown, we made a donation of 27,000 gallons of fuel to area first responders, delivered cleaning supplies to schools and partnering agencies and provided additional supplies to local schools. And finally, in the Portland area, we redirected heavy equipment and local crews to assist with recovery efforts, removing 2,400 tons of debris. And importantly, additional information about the risks associated with climate change, OIMs, process safety and environmental performance can be found already in ExxonMobil's Energy and Carbon Summary, Sustainability Report and other publications, blogs and news releases. Regarding political contributions, we believe the current legal disclosure requirements for political contributions are adequate and equitable as they require the same level of disclosure from all participants in the political process. At ExxonMobil, our political contributions are subject to a strict internal review process that requires approval by the Chairman as ordered by the company's political activities guidelines, which are available on our website. We not only comply with all relevant disclosure laws, we also have a website which currently self discloses political contributions to candidates and political organizations for the years 2014 through 2018. In addition, political contributions by the ExxonMobil Political Action Committee are reported monthly to the Federal Election Commission and are a matter of public record on the FEC website. The appropriate recipients of the reforms sought by the proponent are federal and state governments. While the proponent may believe that ExxonMobil's disclosures are inadequate, we do not believe that we should be held to a different standard than other groups that participate in the political process. On the final shareholder proposal requesting a report on lobbying, we agree with the importance of appropriate transparency and disclosure of lobbying policy, activities and expenditures and fully comply with both the Spirit and the letter of all federal and state laws on lobbying. Detailed information is available online, including key issues and the company's position they're on, as well as lobbying activities and expenditures. This includes costs incurred in trade associations for lobbying. Again, we recognize that your vote is important and we want you to carefully consider this information, which is provided in more detail in our proxy. This concludes our presentation. We appreciate all of you who have joined to review these important topics. Again, your vote is very important to us and we look forward to continuing our shareholder engagements throughout the year. We would be now happy to take a few questions. Thank you, sir. We are ready for your questions at this time. Let me remind you that questions can only be submitted via the webcast. At this time, I'll turn the Q and A over to Mr. Hansen. Please go ahead, sir. Daniel, it looks like the first question is a compensation question. So I'll start with anything to add. So let me perhaps first read the question before I respond to it. Most other large companies have a formula to measure performance when long term awards best. Why does ExxonMobil not do this? I'm actually really pleased with this question because it goes to the core of our design philosophy. As I have mentioned in my prepared remarks, our compensation program design is fully aligned with our business model. In our industry, results of management decisions on major investments take a long time to materialize and they impact financial and operating results for decades into the future. Now, because of these long investment horizons by design, we want our executives to experience the impact of their decisions in a way that is similar to that of our long term shareholders. Now to achieve this, our program is built around long restriction periods and I would safely say among the longest across all industries. An alternate model that is frequently referenced involves short term target setting wherein these prospective targets are set and performance against those targets determines the actual level of award vesting. Now to set credible and reasonable targets, it is important to have line of sight, which practically results in a requirement to have shorter restriction periods and we see those typically in the 3 to 5 year horizon. For us, this would be far shorter than what we believe is an appropriate horizon to see business decisions play out. If we were to adopt such an approach, we believe it would actually incentivize and encourage short term decision making, which we believe could impact sustainable growth in shareholder value and that's not a value proposition that we are after. So for the reasons for that reason, to preserve those long restriction periods, but still have a strong performance basis to pay, our program attaches assessment criteria at the time of the grant. Now I would also add that by doing that, the committee allows stock performance over the restriction period to drive the ultimate value of that award. And by doing that, ties pay to the returns of our long term shareholders, which is one of the cornerstones of our program. So Neil, with that, I think I've sufficiently responded to that question. I'll turn it to you. Great. Thank you. We do have another question and let me go ahead and read it. It says, wouldn't a Board committee focused on climate change help assure that this broad societal risk impact on the company is regularly considered and assure shareholders that this issue is properly considered or is considered appropriately. And then the concern is that failure to reassure the investing community that this might have a negative impact on PSR. So maybe first of all, let me reiterate that the company recognizes that there are risks from climate change. And the Board also recognizes that it's important that something be done about it. And so they certainly consider it to be a relevant risk to the company. And they also recognize, the Board does, that they're responsible for the oversight of all company risks, again, including climate related risks. I think one of the challenges is that when you look at the potential impact from any specific risk factor, including climate related risk, it's important that you understand the interactions and the interdependencies with other risk factors. Again, as you can imagine, companies including ExxonMobil face many different risks to our value and to be able to continue and provide shareholder value, including TSR. So that any specific risk must be considered or evaluated in the context of all relevant risks. Now to your questions, very important to note that the Board does participate in reviews of management on the company's business, including relevant opportunities and relevant risks. And specific to climate related risks are several reviews that occur with the Board during the year. That includes reviews around our technology program, which is reviewed at least once a year and that includes efforts and technology around identifying low emission technology to address climate related risk. That includes one review to look at developments in climate science and policy. And we, I think, have had at least one session dedicated to that for the last decade. It also includes reviews of relevant publications. I think I mentioned in my prepared remarks, we obviously address climate related risks in our Energy and Carbon Summary Report as well as the outlook for energy. Again, those publications are reviewed with the Board during the year. It also occurs when we review business performance and long term strategic plans. So again, that occurs at least once a year. There's a day long trip every year where the Board participates and reviews at very specific operating sites about what's being done to protect the environment. So again, there are very broad, very frequent discussions that occur with the Board on climate related risk. Now in addition to that, as I mentioned in our prepared remarks, they also get support from the committees. The audit committee has responsibility for oversight of how the company oversees risk, what kind of structure they have in place to ensure that the company and the Board are effectively managing all risks. And then I mentioned the Public Issues and Contributions Committee. Again, we have a committee, this PIC Committee that reviews ExxonMobil's safety, health and environmental performance, including any steps needed to take to identify and manage climate related risks and opportunities. In that PIC, we call it the PIC, the Public Issues and Contributions Committee is comprised entirely of independent directors. So again, our view that structure that's in place today, the consistent frequent reviews that occur with the Board on climate related risks and then the efforts by the Audit Committee and the public the PIC Committee, that structure in place sufficiently addresses whether or not the Board is overseeing and considering climate related risks. So let me move on to the next question, if I can find it. There it is. Regarding I think it's regarding the independent Chairman. And it says you already have a lead independent director. It says if the lead independent director really has power on the Board, why not just make him the Chairman? The CEO would still be on the Board. I appreciate the person who asked the question highlighting that we have a lead director and that's, I think, certainly an important element of independence in the structure that we currently have within the Board of Directors. So let me reiterate, we the Board certainly agrees with the importance of having a strong independent Board. So I think there's very common ground there. It's important to have an independent Board that oversees management and it also represents the interest of shareholders, including the oversight of the CEO. But again, we don't agree that the combination of those positions in any way impedes the ability to provide that effective oversight or constitutes a conflict. And so we believe at the time that the independent Board leadership is effectively overseeing the Board, overseeing management and part of that is having a Presiding Director, as you mentioned in your question. That presiding director has the authority to call, chair and determine the agenda for executive sessions of the independent directors. They can chair Board meetings in the absence of the Chairman. And then in consultation with the Chairman, they review schedules and approve agendas for Board meeting. So they're very active. They very much participate in executing that independent role. And as I mentioned in my prepared remarks, there are significant benefits that we see from having those roles combined. Again, that includes making sure that the items of greatest importance for the business are brought to the Board's attention timely. And then as new issues evolve within the business, the Chairman and CEO position is in a perfect position having that deep company knowledge and industry experience to be able to raise those issues to the Board. And again, one of the challenges we've had within the oil and gas industry as well is being able to find independent directors of the oil and gas experience because there are a lot of conflict of interest issues that arise. So that in addition provides some challenges to us to being able to identify a separate Chairman that would bring that level of industry experience and that level of company experience. So again, and maybe the last point I'll make, I mentioned it in my prepared remarks, it's important we think that the Board preserve their flexibility to choose the best leadership structure for the company. Again, that will best serve the long term interest of shareholders and they carefully consider it. They carefully consider the merits of separating those two roles and whether or not the Chairman should be an independent Chair. And that occurs anytime a change in the CEO happens. So again, it's something that's discussed. It's something they consider and that causes dialogue when that transition occurs. But at this point, again, we feel like the current structure that has that we have in place sufficiently provides strong oversight of management and represents interest of all shareholders. I mean look and see if there are any other reading through them. Are you willing to report publicly on how the Board committees and individual Board members are participating in the engagements with shareholders that you discussed earlier in the presentation. If I understand correctly, investors can request discussions with Board members, but I have not seen information related to when that happens and with which investors and on which issues. So again, as I mentioned, I think in my prepared remarks, and it's disclosed in our proxy, there are avenues through which shareholders can engage with our independent directors. And every shareholder has that right. And that includes communicating via written letter or email, etcetera. So there's always that access and we value that access. We recognize that it's important. So again, we provide that to all shareholders. Now in terms of having direct dialogue either through teleconference or a face to face meeting, one of the challenges as you can imagine, I mean ExxonMobil has a very large set of shareholders and our ability to grant every request that comes in to meet directly with an independent director is challenging. Only just from a practical perspective and administrative perspective. The independent directors, as you know, are quite busy. So we do allow for direct access with independent directors, again, via teleconference or face to face. And what we've tried to do is be very transparent about how we do that, just to make sure that everybody recognizes the criteria we've set in place. So certainly for our largest shareholders, we will grant requests for independent directors to meet again, either by teleconference or face to face with our independent directors. And that has occurred quite often with our larger shareholders. In terms of what kinds of topics are discussed, they're broad, as you would imagine. Certainly, there are discussions that occur with the independent directors around executive compensation. There are discussions around climate risks. There are questions around governance, including how we onboard our independent directors, what kind of training and education do we provide them. So again, the topics can be fairly broad, but our independent directors, again, often and frequently engage with our shareholders. Again, that's through direct communication, emails, letters, but it's also through teleconferences and face to face meetings. Let me look and see there are a few other questions here. All right. There is a question here that says, could you explain the underlying reasons why you requested to the SEC a no action relief in relation to the shareholder proposal filed by the New York State Common Retirement Fund requesting the Board to produce annual reporting on 2020 of short term, long term, medium short term, medium term and long term greenhouse gas targets in line with the greenhouse gas reduction goals established by the Paris Climate Agreement. Maybe I can address that. Let me talk a little bit about the process that we undertake when we receive shareholder proposals. And this year, we received 14 shareholder proposals. And as I mentioned in my prepared remarks, and let me reiterate, we value and we're committed to engagement with all of our shareholders. So the first thing that we do when we receive those shareholder proposals is we engage with the proponent of each proposal, at least once and frankly, in some cases, many times. And the effort there is to certainly convey the Board's position, but it's also intended to find or attempt to find alignment on what's being asked by the proponent. And that certainly occurred this year. We engaged very frequently and in-depth with the proponent of each shareholder proposal, all 14. And the intent there, our primary objective is to get alignment and get agreement to a point where the proponent is willing to withdraw the proposal, either because we agree to make some revisions to meet the intent of their proposal or because we effectively communicate that we've already implemented it, for example. So of those 14 proposals, there were 2 that were withdrawn by the proponent because we reached agreement. On the other, so once we've gone through that process, as I'm sure you're aware, the Securities and Exchange Commission, again, with the intent of protecting all shareholders, has established certain guidelines related to shareholder proposals that allow companies to seek no action relief on certain grounds, and I'll just mention a couple of them. So if the company has either substantially implemented what the proponent is asking for or it is duplicative of another proposal or if the company or if the proponent is seen as attempting to micromanage the business, in other words, attempting to have the business set strategy or run the business in a certain way, the SEC has said that these are the basis for granting no action relief or allowing for a proposal to be excluded from the proxy. Again, the reason that's in place is to protect the interest of all shareholders and they apply that criteria uniformly to all companies and to all proposals. And so this year, again, I mentioned we had 14, 2 of those were withdrawn. So we were left with 12 shareholder proposals. We submitted 10 proposals to the SEC to seek no action relief. And again, the arguments were based on the criteria that's readily available and appropriate for all companies. They have the right to submit those no action requests on the basis that we had either substantively implemented what they were asking for or it was again an attempt to infringe on ordinary business or attempting to micromanage the company or was duplicative with another proposal. So we submitted 10 And I'll tell you, in those 10 proposals, we had a number of them that were related to having the company something in addition to address climate related risks. And you mentioned the GHG reduction targets is one of those. But I have to tell you, there were proposals on the other side that were seeking for the company not to do anything on climate related risk. In fact, we had 2, one that wanted us to implement a policy that would say that we would only invest based on financial or economic metrics and not based on climate alarmism. And we had another proposal that wanted us to validate the $9,000,000,000 we have spent as a company to address or to identify low emission solutions. And so the proposals we received were in this case on both sides of the debate, if you will. Again, we're not biased in submitting those no action relief requests. We submit those no action relief requests based on the uniformly applied criteria set forth by the SEC. And as you know, the SEC granted 5 of those 10 requests, including the proposal that was submitted by the proponent around GHG reduction targets. And they granted that request again on the basis that the proponent was attempting to micromanage the business. Again, we're not in any way biased towards that request, but we believe, as I talked about, that the company is undertaking appropriate measures to address climate related risks. We view that as a risk to the company and that there is an effort that needs to be undertaken by us to address that and there are many actions being undertaken by the company. The submission of no action relief request, the granting of those no action relief requests in no way, is a comment on governance or oversight by the Board. And it is in no way an indication that the company is not appropriately engaging or actively engaging with shareholders or with our proponents. Again, the company takes serious the risk from climate change, and we are addressing that in many ways. So I hope that answers the question. I believe do we have any other questions? Maybe there's one more. It says regarding climate change, absent a committee focused on climate change, would the company be able to disclose information concerning each board member's knowledge on this subject? Again, I think we mentioned, one of the enhancements we made in the proxy this year was to better identify the skills and the competencies that are important to the Board of Directors and then to align or link those skills and competencies to the biographies of each director to ensure we appropriately addressed what skills are important to us and how the directors represent those skills and competencies. And so that already is available, again as a disclosure in our proxy. But I think it's important to note that the Board of Directors acts as a collective body and frankly most effectively performs when they do that, when they act collectively as a group. And so when we have discussions related to different risks, including climate related risks, The diversity of background that our Board of Directors brings provides for a very fulsome discussion. So we don't look at any particular individual director as an expert on any particular topic. What we do value is very active discussion around these different types of risks, because our Board of Directors, as you know, is very diverse in terms of background and experience. That diversity brings, again, a lot of different perspectives and views on some of the risks that the company faces or the strategies and plans that they have in place is a rich, fulsome discussion. And I think it allows for ensuring the Board of Directors and the company is looking at these different risks from a lot of different views. And so again, from our perspective, that's the most appropriate way to approach addressing these types of risks. But again, in terms of what types of skills and competencies they bring, that's available within the proxy disclosure that we've provided. So I believe that is the last question. So and we are out of time as well. So again, we appreciate your participation, your continued interest in ExxonMobil. And as I mentioned, your vote is very important to us. We appreciate the questions and the continued dialogue, and we look forward to engaging you as we move throughout the year and we hope to see some of you at the shareholder meeting in a few weeks and we hope you enjoy the rest of your day. Thank you. Thank you, sir. This concludes our webcast. Thank you for your participation.