In November, ExxonMobil’s board announced changes to its corporate governance guidelines to enhance the role of presiding director, which in the past had alternated between two directors.
Samuel J. Palmisano, current chairman and CEO of IBM, was named to the post for a two-year term. He now has the authority to lead board meetings in the absence of the chairman—currently CEO Rex W. Tillerson— and call and chair executive sessions of non-employee directors. He will also review board meeting agendas and schedules with the chairman prior to distributing them to the board, which is currently comprised of Tillerson and 10 non-employee members.
Under the changes approved by the Exxon board, a presiding director will be selected by non-employee directors from among their members and will be expected to serve a minimum term of two years.
The board’s decision to alter its governance guidelines is likely a response to remarks made in May by members of the Rockefeller family, major Exxon shareholders. The Rockefellers had proposed that the company split the chairman and CEO roles. Exxon’s enhancement of the presiding director role is a means of meeting them halfway. The chairman and CEO stated it differently: “This demonstrates the board’s ongoing commitment to independence and the highest standards of corporate governance,” said Tillerson in a statement. “The board recognizes that corporate governance is of broad interest and has received input from a wide array of shareholders through the company’s ongoing engagement and dialogue efforts.”