Board of directors
The primary role of Imperial’s Board of Directors is to appoint the officers of the company and to ensure they carry out the board’s direction. Of the eight directors on the board in 2009, five were independent as defined by NYSE and NYSE Amex Equities guidelines. Each director is elected to hold office until the close of the next annual meeting. In 2009, the board met 10 times with an average attendance rate of 100 percent, while board committees met between three and five times. Regular executive sessions for independent directors only are scheduled after each regular board meeting. These provide an opportunity to monitor and assess board processes and discuss substantive issues in the absence of management or non-independent directors.
Imperial Oil Limited 2009 Board of Directors from left to right:
Jack M. Mintz, Victor L. Young, Krystyna T. Hoeg, Bruce H. March, Sheelagh D. Whittaker, Roger Phillips, Paul A. Smith and Robert C. Olsen
Corporate Citizenship and the Board
The various committees of the board oversee and routinely review corporate citizenship issues:
• Environment, Health and Safety reviews overall environment, health and safety performance and monitors compliance with regulatory and company standards.
• Audit oversees the work of third-party auditors and reviews compliance with Imperial’s Standards of Business Conduct.
• Executive Resources reviews senior management remuneration and our company’s executive development system.
• Nominations and Corporate Governance considers the appointment of directors and develops Imperial’s approach to corporate governance.
Board members also sit on the Imperial Oil Foundation Board, which oversees our company’s corporate contributions strategy and approves corporate grants and donations.
Education
The company provides ongoing education to board members in response to their requests to learn more on specific items that have to do with operational or policy issues. In 2009, the board visited ExxonMobil’s shale gas exploration operation in Colorado's Piceance Basin to get a better understanding of how Imperial’s proposed shale gas operation may run in Horn River, B.C. Also, as part of her orientation, Krystyna Hoeg, an independent director who joined the board in 2008, went on a separate visit in November to Cold Lake to learn more about Imperial’s in situ operation.
Shareholder proposals and proxy statements
On occasion, Imperial receives suggestions from shareholders on ways to improve the company. Management and the board consider these suggestions and typically seek a dialogue with the proposal sponsor. This dialogue enables both parties to present their positions and often produces a satisfactory solution.
When agreement is not reached, the proposal and the board’s response and recommendation are published in our proxy circular for review at the Annual Meeting of Shareholders. There were no proposals raised in 2009. More than 736 million – or nearly 86 percent – of the outstanding shares were represented at the 2009 annual meeting. ExxonMobil holds 69.6 percent of all Imperial shares. Shareholders voted on directors and independent auditors. Imperial thanks the many shareholders who returned their proxy votes in 2009.