Background to Resolution 9

Starting in 2016, the late Father Michael Crosby, former executive director of the Seventh Generation Interfaith Coalition for Responsible Investment, pushed a shareholder resolution seeking the appointment of a climate change expert on ExxonMobil’s board of directors. He was joined at the shareholder meetings by other outspoken advocates, including Sister Patricia Daly OP, representing the Sisters of St. Dominic of Caldwell, NJ, and other members of the Interfaith Center of Corporate Responsibility (ICCR).

ExxonMobil argued that a board of directors needs people with a range of views and not someone knowledgeable in just one area. “Not one person has any expertise on climate,” Crosby told shareholders at the 2016 shareholders meeting in May 2016. “ExxonMobil has a chance to restore the public’s trust; it’s a time for conversion.”

This was opposed by the company and was rejected, winning support from investors with 20.9% of the shares.  However, a resolution calling on ExxonMobil to adopt proxy access, which would allow shareholders holding 3% of the company’s stock to nominate candidates to the Exxon board won support from 61.9% of the votes.  Exxon has been a focus of environmental campaigns for many years, because of its size as the world’s largest listed oil company – and because of its executives’ often dismissive attitude to concerns about climate change.

On January 25, 2017, the ExxonMobil announced the election of Dr. Susan K. Avery to its board of directors.  An atmospheric scientist, Dr. Avery is the former president and director of the Woods Hole Oceanographic Institution. Investors have argued the Exxon’s board needed deep understanding of the implications of climate science and policy for its business.  The company had called Fr. Crosby the day before the announcement to inform him, and to ask him to withdraw his resolution, asking for climate expertise on the Board, from the 2017 Proxy, which he did.

Large institutional investors led by the New York State’s Common Retirement Fund, the third largest public pension plan in the nation with an estimated $192 billion in assets, the Church of England’s £7.9 billion ($10 billion) fund, were joined by forty-five institutional investors (ICCR members) in a 2017 resolution asking the company to commission a report on the long-term “impacts of public climate change policies” on ExxonMobil’s business. Other large pension funds, notably CalPERS, with $1.0 billion in Exxon stock, supported this and other climate-related proposals.

A lower-profile newcomer taking one of its first public stands in the U.S., the Church of England fund finances the church’s mission activities, cathedral costs, and clergy pensions.  The CoE has been quietly—and successfully—engaging with European companies in the energy and mining industries for the past few years.  BP, BHP Billiton, Glencore and Royal Dutch Shell have all voluntarily adopted similar climate change steps to those sought at ExxonMobil.