Risk & Compliance

Chevron Announces Governance Changes

Energy company doesn't quite split the top two jobs, but the CEO must now win election to the chairmanship.
Stephen TaubFebruary 6, 2007

Chevron is the latest company to announce governance changes before its annual meeting.

The energy company amended its by-laws to require that the chairman be elected by the board of directors each year, following the annual meeting. Previously, the chief executive officer assumed the chairmanship automatically.

David J. O’Reilly became Chevron’s CEO, and thus its chairman, in 2000. He joined the company in 1968.

The company also announced that in an uncontested election, a director must receive a majority of votes cast in order to prevail. A sitting director who does not receive a majority must offer his or her resignation, which would then be considered by the nominating and governance committee. In a contested election, where candidates exceed available seats on the board, the standard will continue to be a plurality of votes cast.

Chevron’s announcement came the same day that Home Depot agreed to allow a dissident shareholder group to be represented on its board of directors.