CHEVRON CORPORATION | Independent Board Chair at Chevron

Previous AGM date
Resolution details
Company ticker
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Company sector
Company HQ country
United States
Resolved clause
THEREFORE, BE IT RESOLVED: Chevron stockholders ask the Board to adopt a policy – commencing with the next CEO transition – which mandates that the Board Chair be an independent member of the Board of Directors whenever possible (amending the bylaws as necessary). If the Board determines that a Chair has lost their independence, within a reasonable period it shall select a new Chair who fulfills the mandate of independence.
1 An authoritative report – Chevron’s Global Destruction – is an expansive compendium of documented legal actions filed against Chevron and its subsidiaries globally. This report was the focus of a U.S. House Oversight Committee hearing entitled Fueling the Climate Crisis: Exposing Big Oil’s Disinformation Campaign to Prevent Climate Action. 71% of the cases detailed in this report indicate grave violations of rights to land, life, and safety; and of these, 65% allege severe human rights abuses.
Supporting statement
Chevron Corporation (“Chevron” or “Company”) would benefit from a Board Chair who is independent from the CEO.
An independent Chair would reduce both risk and cost to stockholders by improving oversight, enhancing accountability, and ensuring appropriate levels of attention are paid to averting significant liabilities.
Chevron faces a range of negative situations; including, it:
1. Is liable for $55 billion in judgments and seizure claims globally (including interest).1 
2. Has been charged with violating the Foreign Corrupt Practices Act in eight countries.1
3. Has been charged with refusing to comply with cleanup mandates in fifteen countries, including the United States.1 
The largest of these is the $9.5 billion judgment against Chevron by the Ecuadorian Supreme Court for devastating oil pollution there.
4. Has been charged in a new 2023 case filed at the Inter-American Commission on Human Rights. 
5. Has been charged with destroying critical biodiversity around the globe.1
These situations harm Chevron and its stockholders, whether-or-not any particular case results in an adverse judgement. This is because:
a. Reputational harm accumulates and cannot be erased – which damages Chevron’s ability to attract and retain key talent.
b. Countries could balk at forming strategic alliances with Chevron, resulting in lost contracts – which nearly happened recently involving the State of Israel.
c. Future cleanup judgements could be rendered. This happened in Ecuador – which has resulted in billions of dollars spent over decades of litigation, but still without settlement.
Regarding this case, Chevron’s principal witness, Alberto Guerra, recanted his testimony and admitted that (a) Chevron paid him nearly $500,000 and (b) Chevron’s law firm – Gibson Dunn & Crutcher – coached him extensively before he delivered false testimony.
d. This is in addition to the $55 billion in pending legal claims. No sober appraisal would conclude that every one of these claims can be avoided.
By some assessments, this record evidences a shortfall in oversight – which can happen when the checks-and-balances of independent thinking and diverse leadership is missing.

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