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. In 2010, the company increased the percentage of independent directors by not replacing a retiring employee director. Of the seven directors on the board in 2010, five were independent as defined by NYSE and NYSE Amex guidelines. Each director is elected to hold office until the close of the next annual meeting. In 2010, the board met nine times with an average attendance rate of 98.1 percent, while board committees met between one and eight 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 dependent directors.

Imperial Oil Limited Board of Directors from left to right: David S. Sutherland, Sheelagh D. Whittaker, Bruce H. March, Jack M. Mintz, Victor L. Young, Krystyna T. Hoeg and Robert C. Olsen.

Imperial Oil Limited Board of Directors from left to right: David S. Sutherland, Sheelagh D. Whittaker, Bruce H. March, Jack M. Mintz, Victor L. Young, Krystyna T. Hoeg 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. The committee also works on environmental public policy issues.
  • 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.
  • Contributions is a new committee formed in 2010 to oversee the company’s corporate contributions strategy and approve corporate grants and donations. Prior to the change, board members also sat on the Imperial Oil Foundation Board.

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 2010, the board visited ExxonMobil’s Upstream research centre in Houston, Texas.

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 new proposals raised in 2010. More than 739 million – or nearly 87 percent – of the outstanding shares were represented at the 2010 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 2011.