ExxonMobil Board of Directors

Exxon Mobil Corporation Board of Directors

(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):

1. amendment of the By-Laws,
2. 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.
3. 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,
4. establishment of committees of the Board and appointment of committee members,
5. 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,
6. establishment of divisions of the Corporation and appointment of the presidents thereof,
7. remuneration of the Directors,
8. setting the date, time and place of shareholder meetings,
9. submission to shareholders of any action that requires shareholder approval,
10. approval of the Annual Report and proxy statement,
11. appointment of independent auditors by the Audit Committee, subject to shareholder ratification and receiving of auditors' reports,
12. declaration of dividends,
13. 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,
14. registration and listing of securities and appointment of transfer agents and registrars,
15. review of summary financial and operating results (quarterly),
16. 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,
17. review of overall policies and objectives for corporate contributions, and approval of contributions budget (annually),
18. authorization of political contributions and political action committees, except as delegated to officers of the Corporation as described in B.11 below,
19. 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:

1. authority to execute documents on behalf of the Corporation,
2. authority to open and maintain bank accounts,
3. authority to open and maintain brokerage accounts,
4. authority to make foreign exchange transactions,
5. authority to maintain an inventory of Corporation stock in the Treasury,
6. authority to advance or loan money to, subscribe to equity capital in, guarantee obligations of, and accept deposits from affiliated companies,
7. authority to enter into tax-exempt financing of the facilities and operations of the Corporation or of its affiliates,
8. 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,
9. authority to adopt, terminate, or change employee benefit plans or programs, except major additions or changes to major employee benefit plans or programs,
10. authority for short term borrowing,
11. 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:

1. the long term strategy and corporate plan of the Corporation, and significant changes thereto,
2. investment plans which would involve significant commitments of financial, technological or human resources, or would involve significant risks for the Corporation,
3. significant sales, transfers, or other dispositions of property or assets,
4. significant changes in policies of broad application,
5. major organization changes,
6. an annual review of political contributions made by Corporation interests in the United States and Canada, and
7. 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

• Ms. Burns (Chair)
• Mr. Oberhelman
• Mr. Weldon

Compensation Committee

• Ms. Braly
• Mr. Frazier
• Mr. Kandarian
• Mr. Palmisano (Chair)

Board Affairs Committee

• Dr. Avery
• Mr. Frazier (Chair)
• Mr. Palmisano
• Mr. Reinemund

Finance Committee

• Ms. Burns
• Mr. Oberhelman
• Mr. Weldon
• Mr. Woods (Chair)

Public Issues and Contributions Committee

• Dr. Avery
• Ms. Braly (Chair)
• Mr. Kandarian
• Mr. Reinemund

Executive Committee

• Ms. Burns
• Mr. Frazier
• Mr. Palmisano
• Mr. Reinemund
• Mr. Woods (Chair)

Other directors serve as alternate members of the Executive Committee on a rotational basis.