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An independent Chair would improve oversight of management, and the attention paid to long-range risks such as those noted above.

Chevron’s Operational Excellence Management System describes how we integrate community engagement and support into how we conduct our business.

Chevron believes that taking prudent, practical, and cost-effective actions to address climate change risks is the right thing to do.

RESOLVED: Shareholders request the Board of Directors to adopt as policy, and amend the bylaws as necessary, to require that whenever possible the Chair of the Board of Directors be an independent member of the Board.

This Proposal earned the support of 35% of shares voted in 2019, representing approximately $54 billion in shareholder value.

Chevron is incorporated in Delaware, which requires that major corporate actions, such as a merger or a sale of all or substantially all of Chevron’s assets, be approved by stockholders.

Chevron’s global operations have contributed to negative impacts on human rights, community relations, health, air quality, and water, all of which are identified as material for the Oil and Gas Exploration and Production sector by the Sustainability Accounting Standards Board.

Chevron’s Board of Directors conducts an annual review with executive management that identifies significant financial, operational, market, political, environmental, and other risks.

2. Transparently reporting Scope 3 emissions from the use of our products; and

When Chevron acquired Texaco in 2001, it inherited significant legal, financial, and reputational liabilities that stemmed from pollution of the water and lands of communities in the Ecuadorian Amazon.

Nearby Houston residents reported respiratory and other health problems following CPChem’s releases during Hurricane Harvey.

These efforts also present systemic risks to our economies, as delays in implementation of the Paris Agreement increase the physical risks of climate change, pose a systemic risk to economic stability and introduce uncertainty and volatility into our portfolios.

The Company considered input from First Nations and other stakeholders and responded by funding further environmental studies, adjusting plans, and modifying the pipeline route.

Your Board continues to believe its current By-Law is in the stockholders’ best interests and provides appropriate and reasonable limitations on the right to call special meetings.

Delineating responsibility and evaluating the efficacy of management and board responses to climate risks and opportunities.

Your Board believes that Chevron and its stockholders currently benefit from the unity of leadership and companywide strategic alignment associated with combining the positions of Chairman and CEO.

Your Board continues to believe that Chevron’s 15 percent threshold provides that a reasonable number of stockholders must consider a matter important enough to merit a special meeting.

Chevron believes the world’s continued demand for oil and gas should be supplied by the cleanest and most efficient producers.

All corporate political contributions are centrally controlled, budgeted, and reviewed for compliance with applicable law.

Such opposition threatens to jeopardize CPChem’s social license to operate in the region.

Your Board has the diverse skills, experience and expertise to enable the Board to effectively provide oversight of the risks and opportunities in the energy business.

As part of this effort, the PPC considers important issues relating to climate risks, such as policy trends and their potential implications.

Companies, including U.S. companies EQT and Jonah Energy, have joined the Oil and Gas Methane Partnership, committing to improving methane data quality and consistency.

If an annual or special meeting was held not more than 12 months before the request for a special meeting was received and included the purpose specified in the special meeting request.

We are convinced that unabated climate change will have a devastating impact on our clients, plan beneficiaries, and the value of their portfolios.

Alberto Guerra was the principal witness in the Chevron RICO trial.

In October 2020, the International Energy Agency (IEA) issued a new “Net Zero 2050” scenario which describes what it would mean for the energy sector globally to reach net-zero GHG emissions by 2050.

For additional information regarding the Board’s views on its leadership structure, we encourage stockholders to read the “Board Leadership Structure” and “Independent Lead Director” sections of this Proxy Statement, on pages 19 and 20.

an independent 2021 analysis concluded that Chevron’s financial statements lack the requisite transparency about climate-related assumptions and estimates, and that the company does not appear to use Paris-aligned assumptions and estimates.

In an unprecedented move, Chevron harassed and subpoenaed stockholders who questioned the advisability of the Company’s legal strategy.

Whereas, we believe in full disclosure of our Company’s direct and indirect lobbying activities and expenditures to assess whether Chevron’s lobbying is consistent with the Company’s expressed goals and in the best interests of shareowners.

In 2014, a federal court in New York found that the Ecuadorian judgment had been procured through fraud, bribery, and corruption, and was unenforceable in the United States.

For example, 80% of residents living adjacent to Chevron’s Richmond, CA refinery are people of color, and they experience higher rates of cardiovascular disease, cancer, and asthma.

This includes changes in portfolio, execution of projects identified through marginal abatement cost curves, and the policy, innovations, and offsets necessary to achieve net-zero.

Growing storms and the costs they bring our company are predicted to increase in frequency and intensity as global warming escalates.

Chevron engages with stakeholders, including investors, civil society organizations, customers, and others, to inform its approach to its social and environmental responsibilities.

Making recommendations to the board regarding corporate planning time frames, carbon reduction goals, and capital allocation strategies to redirect its business model and financial flows consistent with the Paris Agreement;

While the Company rapidly expands its petrochemical assets in climate-impacted areas, investors seek improved disclosure to understand whether CPChem is adequately evaluating and mitigating public health risks associated with climate-related impacts and the dangerous chemicals it uses.

This diverse set of perspectives helps ensure that the Board challenges itself and management on the risks and opportunities related to climate change.

Without disclosing confidential information and to the extent reasonably feasible, subject to the limitations of current direct measurement technology discussed above, we intend to include information referenced in the “Resolved” section of the Proposal in the Update, including how detection technologies have advanced, how they can inform emission reduction strategies, and the challenges and uncertainties of current direct measurement technology.

Fenceline communities adjacent to Chevron’s Richmond, CA refinery have higher rates of cardiovascular disease, cancer, and asthma.

Its emissions contribute to the climate crisis, which disparately impacts people of color and furthers systemic racism.

On an annual basis, the full Board reviews long-term energy outlooks and leading indicators that could signify change.

Chevron has a disciplined process for lobbying activities that is transparent through existing disclosures.

And Chevron does not disclose its payments to tax-exempt organizations that write and endorse model legislation, such as the American Legislative Exchange Council (ALEC).

We believe that the Chevron Way, Chevron’s Human Rights Policy, its OEMS, ERM and other processes, and its Corporate Responsibility Report all appropriately address the underlying concerns and accomplish the essential objective of the stockholder proposal.

Chevron also discloses on its website not just lobbying activities, but all political contributions.

The reports build on the Company’s voluntary report in 2017 and align with the reporting framework of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures.

Finally, plaintiffs’ recognition and enforcement proceedings outside Ecuador have failed in every jurisdiction in which they have been attempted to date, namely, Argentina, Brazil and Canada.

RESOLVED: Shareholders request that Chevron’s Board of Directors issue an audited report to shareholders on whether and how a significant reduction in fossil fuel demand, envisioned in the IEA Net Zero 2050 scenario, would affect its financial position and underlying assumptions.

Since the February 2021 military coup, the “Blood Money Campaign” by Myanmar and international civil society organizations has organized protests, consumer boycotts, and media pressure against companies, including Chevron, that provide financial support to the military junta.

To further these efforts, Chevron holds membership in trade associations that provide expert perspectives on many issues.

Preparing for and holding a special meeting is time-consuming and expensive.

Chevron, in partnership with Total, PTT, and Myanmar Oil and Gas Enterprise (MOGE), holds equity in one of the largest investment projects in Myanmar (Burma): the Yadana gas field and pipeline that has generated billions of dollars for the Myanmar military junta.

Climate-related risks are a source of financial risk, and therefore limiting global warming is essential to risk management and responsible stewardship of the economy.

Chevron’s employees are required to complete political and lobbying compliance training.

Studies have found actual emissions to be between 50 and 90% higher than estimated emissions reported using the formula.

The impacts to CPChem’s operations from Hurricane Harvey, however, indicate the company’s level of preparedness is insufficient.

At Chevron’s last eight Annual Meetings, an average of 68 percent of votes cast opposed this stockholder proposal to reduce the threshold for calling special meetings to 10 percent.

Given strong independent Board oversight of the CEO and management and the Company’s corporate governance practices, including an empowered and effective independent Lead Director, your Board does not believe that a fixed policy requiring an independent Chairman is in the best interests of stockholders.

Chevron adheres to the highest ethical standards when engaging in lobbying and political activities, ensures that such activities align with corporate goals, and complies with all laws and regulations governing lobbying activities and disclosure.

Chevron engages with stakeholders, including the proponent and other investors, civil society organizations, customers, and other third parties, on an ongoing basis to inform its approach to human rights issues.

Your Board expects Chevron’s management to continue vigorously defending against this fraud.

This site contains the details of the Company’s current and previous years’ contributions.

Your Board recommends a vote AGAINST this proposal.

Chevron’s Richmond facility is the city’s largest polluter and the company has spent millions of dollars to influence city politics and funding.

Chevron’s climate risk reports have downplayed significant factors, such as potential competition

Chevron shares the view that managing climate change-related risks and energy transition opportunities is vital to delivering superior long-term value.

Resolved, the stockholders of Chevron request the preparation of a report, updated annually, disclosing:

In 2021, investors managing more than $5.35 trillion supported strong federal methane regulations.

Methane is 86 times more potent than carbon dioxide over a 20-year period, meaning reducing emissions now can buy valuable time to address the climate crisis.

Major oil companies face unprecedented disruption to their business driven by global imperatives to limit global warming and competition from non-carbon-emitting technologies.

We believe that the Company could lead and thrive in the energy transition.

Chevron’s management made significant missteps, including moving the case from New York to Ecuador.

The company has generally disclosed that physical climate-related risks may impact its business and that it has a risk management system to plan for resiliency.

Shell, BP, Equinor, and Total have already adopted Scope 3 ambitions.

Of Chevron’s December 2019 announcement of a $10 billion+ write-down on the value of its assets.

We believe we have the right processes and governance to ensure that we make the right decisions about where and how we conduct our business.

Although the proposal purports to relate to the Board’s leadership structure, its supporting statement shows that it is a vehicle to discuss the Ecuador litigation.

This does not include state lobbying, where Chevron also lobbies but disclosure is uneven or absent.

These operations can become inundated and pose significant chemical release risks during extreme weather events.

When Chevron acquired Texaco in 2001, it inherited significant legal, financial, and reputational liabilities that stemmed from pollution of the water and lands of communities in the Ecuadorian Amazon.

Similarly, in a separate action, on August 30, 2018, an international tribunal administered by the Permanent Court of Arbitration in The Hague issued a unanimous award in favor of Chevron, finding that the Ecuadorian judgment was procured through fraud, bribery, and corruption, and that it was based exclusively on environmental claims settled and released by the Republic of Ecuador years earlier.

Our approach to human rights is consistent.

Chevron has robust corporate governance practices to protect stockholder interests, including a declassified Board; proxy access; no supermajority voting provisions in its By-Laws and Certificate of Incorporation; and a strong independent Board structure.

An independent 2021 report documented dozens of outstanding legal cases against Chevron for alleged environmental damage and human rights violations, noting that the company has only paid .006% of associated fines, court judgements, and settlements.

The 15 percent threshold helps avoid waste of Company and stockholder resources to address narrow or special interests.

Your Board expects Chevron’s management to continue acting in the best interests of the Company’s stockholders by vigorously defending the Company against this fraudulent action.

Chevron uses long-term energy demand scenarios and a range of commodity prices to test its portfolio, guide investment strategies, and evaluate business risks to ensure it can deliver results under a range of potential futures.

The Board’s Public Policy Committee monitors social, political, environmental, human rights, and public policy aspects of Chevron’s business and the communities in which it operates.

Chevron also engages through its various trade associations to ensure the development of well-designed climate policy.

Under oath, Deputy Controller Rex Mitchell testified that such seizure of Company assets: “would cause significant, irreparable damage to Chevron’s business reputation and business relationships.”

In spite of these risks, CPChem has accelerated its petrochemical activity in the Gulf Coast, investing heavily to expand in flood-prone areas of Texas.

Chevron’s operations, discharges, and leaks disproportionately burden communities of color with pollution and human health risks.

Given strong independent Board oversight of the CEO and management and the Company’s corporate governance practices, including an empowered and effective independent Lead Director, your Board does not believe that a fixed policy requiring an independent Chairman is in the best interests of stockholders.

Information about Chevron’s political contributions, lobbying philosophy and oversight mechanisms.

Supporting Statement: This Report might include: The extent and nature of community consultation to inform its analysis; and Assessment of impacts on environmental justice communities.

A racial equity audit would help Chevron identify, prioritize, remedy, and avoid adverse impacts on people of color while reducing reputational risk and liabilities.

2. Payments by Chevron used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

Chevron believes it is essential to engage with policymakers and express the Company’s views on pending policy proposals through direct and indirect lobbying and participation in a diverse range of business and policy organizations that advocate for free markets and responsible energy legislation and regulations.