Support for three shareholder proposals in Exxon Mobil

Norges Bank Investment Management will vote in favour of three shareholder proposals related to climate change policies, requirement for independent chairperson and inclusion of proxy access into the company bylaw at the annual general meeting of Exxon Mobil.

3 May 2016

NORGES BANK INVESTMENT MANAGEMENT RATIONALE

We will support the shareholder resolution asking for report on Impacts of Climate Change Policies

We encourage companies to consider the sensitivity of their long-term business strategy and profitability to different future regulatory and physical climate scenarios. The scenarios should include low-emissions scenarios incorporating countries’ expressed national, bilateral or international climate commitments and ambitions. One such scenario should consider the successful implementation of policies to limit the likelihood of temperatures rising above 2 degrees Celsius.

We support the integration of relevant climate change challenges and opportunities in a company’s business management, such as investment planning, risk management, and reporting.

Boards should ascertain that responsibilities are clearly defined within the organisation and effectively guide, monitor, and review the company’s management in these efforts.

We encourage companies to have policies or guidelines for engaging with policy makers and regulators on climate change and related topics and to be transparent about relevant associated spending and activities.

We encourage companies to promote the conditions for well-functioning markets and approach new market-based climate regulation constructively, within their financial objective.

We encourage companies to outline their position on specific climate change regulation relevant to their business profitability and outlook.

We will support the shareholder resolution that require Independent Board Chairperson                   

We consider the roles of Chairman and CEO to be fundamentally different and should not be held by the same person.

We consider the separation of roles to be best ensure effective monitoring of management, and hence a balance of power in the governance of the company.

We consider that a separation of roles provides a greater opportunity to devote the attention that each role demands.

We will support the shareholder resolution to introduce Proxy Access into the company bylaw    

We support proxy access rights at US listed companies when applied with reasonable thresholds that enable shareholders to utilise the rights effectively.

We support the introduction of holding periods of up to three years and holding requirements of up to three percent and we will accept a limit on the number of board seats to be affected by proxy access candidates if at least two seats or 20 percent of the board can be filled by such candidates.

We consider that proxy access provides shareholders with a reasonable right to propose board candidates, provides greater director and board accountability and can provide a safeguard when boards fail.

 

 NUMBER

PROPOSAL

MGT REC

VOTE INTENTION

     Management proposal for Annual General   Meeting

1.1

Elect Director Samuel J.   Palmisano

For

For

1.2

Elect Director Michael J. Boskin

For

For

1.3

Elect Director Peter   Brabeck-Letmathe

For

For

1.4

Elect Director Angela F. Braly

For

For

1.5

Elect Director Ursula M. Burns

For

For

1.6

Elect Director Larry R. Faulkner

For

For

1.7

Elect Director Jay S. Fishman

For

For

1.8

Elect Director Henrietta H. Fore

For

For

1.9

Elect Director Kenneth C.   Frazier

For

For

1.10

Elect Director Douglas R.   Oberhelman

For

For

1.11

Elect Director Steven S.   Reinemund

For

For

1.12

Elect Director Rex W. Tillerson

For

Withold

1.13

Elect Director William C. Weldon

For

For

1.14

Elect Director Darren W. Woods

For

For

2

Ratification of   Independent Auditors

For

For

3

Advisory Vote to Ratify Named   Executive Officers Compensation

For

For

Shareholder proposal for Annual   General Meeting

4

Independent Chairman

Against

For

5

Climate Expert on Board

Against

Against

6

Hire an Investment   Bank

Against

Against

7

Proxy Access Bylaw

Against

For

8

Report on   Compensation for Women

Against

Against

9

Report on Lobbying

Against

Against

10

Increase Capital   Distributions

Against

Against

11

Policy to Limit   Global Warming to 2°C

Against

Against

12

Report on Impacts   of Climate Change Policies

Against

For

13

Report Reserve   Replacements in BTUs

Against

Against

14

Report on Hydraulic   Fracturing

Against

Against

Important legal notice

Norges Bank Investment Management’s approach to responsible investing includes disclosing our voting decisions, in some cases in advance of the relevant meeting. This is only intended to provide information and is not solicitation or encouragement as to how others should vote. This disclosure is not investment research, advice or recommendation. Norges Bank Investment Management’s voting intention is an internal decision and has not been agreed with other shareholders. This disclosure reflects Norges Bank Investment Management’s intention as at the date of publication but such intention is subject to change at our discretion. Norges Bank Investment Management is not subject to any prohibition on dealing after the publication of this disclosure. Norges Bank Investment Management’s holdings available for voting from time to time may differ from those set out in lists of holdings as of year-end.