2025 Valero Report on Guiding Principles - Flipbook - Page 62
BOARD OVERSIGHT
Valero
Wilmington
Re昀椀nery.
HSE, Public Policy, Sustainability and
Climate
Integrated and Multidisciplinary Approach to
Oversight
The challenges and opportunities presented by
sustainability and climate-related matters are particularly
broad-ranging, complex and interrelated, and as a
result often overlap across multiple areas of respective
responsibility of each of our Board committees. In order to
manage and oversee such matters, each of the Board’s
committees assists the full Board with oversight of certain
sustainability and climate-related matters within its area
of respective responsibility and expertise. Public policy, HSE,
sustainability and climate-related matters, including global
climate-related regulatory developments, are a particular
focus of the Sustainability and Public Policy Committee, and
such matters are routinely discussed at the committee’s
meetings. The committee also receives and discusses,
at least annually, a report on Valero’s health, safety and
environment efforts, as well as climate lobbying and political
activities.
Tailored Structure and Codification of Duties
The structure and composition of the Sustainability
and Public Policy Committee were speci昀椀cally tailored
to enhance the Board’s oversight of HSE, public policy,
sustainability and climate-related matters, and its
committee charter codi昀椀es its oversight and responsibilities
with respect to such matters. In order to provide knowledge
and insight from each of the Board’s committees, as
well as its senior independent leadership, and facilitate
collaboration and coordination with the full Board and
among the Board’s other committees, the Sustainability and
Public Policy Committee is comprised of four independent
members, consisting of Ms. Majoras (as the committee’s
current chair), the chairs of each of the Board’s other
committees, and Valero’s Lead Director. We also encourage,
but do not require, all directors to attend meetings of the
Sustainability and Public Policy Committee. This structure
allows the matters discussed at Sustainability and Public
Policy Committee meetings to permeate all of the meetings
and discussions of the Board and its other committees and
facilitates effective oversight of such matters.
At the executive of昀椀cer level, Valero's General Counsel has
oversight of certain functions actively involved in climaterelated management. This position reports directly to the
CEO and provides updates to all levels of management, as
well as the Board.
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