2026 Valero Report on Guiding Principles - Report - Page 48
Governance
We view our stakeholders as partners to whom we seek to deliver
operational excellence, disciplined management of capital and long-term
value on a foundation of strong governance and ethical standards.
Governance and Risk Management
Risk Management and Oversight Structure
Full Board
• Risk management and oversight are responsibilities of the full Board. The full Board exercises such
responsibilities directly and through its committees.
• Valero's comprehensive liquid fuels strategy is one of several key areas overseen by the full Board.
Audit
Committee
Human Resources
and Compensation
Committee
Nominating and
Corporate Governance
Committee
Sustainability
and Public Policy
Committee
Key functions and
areas of oversight and
responsibility include
Valero’s:
Key functions and
areas of oversight and
responsibility include:
Key functions and
areas of oversight and
responsibility include:
Key functions and
areas of oversight and
responsibility include:
• Risks and other
matters related to our
compensation and
talent management
programs, policies and
strategies, including
Valero's bene昀椀t plans;
• Ensuring that the Board
and its committees
have the necessary
mix of knowledge, skills,
experience and other
attributes;
• HSE matters;
• Financial statements
and public 昀椀nancial
information integrity;
• Compliance with
legal and regulatory
requirements, with a
focus on those with the
potential to impact its
昀椀nancial statements or
accounting policies;
• Policies and guidelines
concerning 昀椀nancial risk
exposures and the steps
management has taken
to monitor and control
such exposures;
• Global compliance and
ethics program, and
annual compliance plan;
• Independent auditor and
internal audit function;
and
• Initiatives and
strategies with respect
to cybersecurity and
information technology
(IT) risks.
• Management
succession planning for
Valero's CEO and other
senior executives;
• Valero's initiatives
and strategies in
the areas of human
capital management
and leadership
development; and
• Compliance with
Valero's Stock
Ownership and
Retention Guidelines.
• Identifying and
recommending quali昀椀ed
director nominees;
• Developing and
recommending a set of
corporate governance
principles applicable to
Valero;
• The Board's and its
committees' annual
self-evaluation of
performance;
• Valero's new director
orientation and director
continuing education
programs; and
• Sustainability and
climate-related risks
and opportunities;
• Corporate responsibility
and reputation
management;
• Social, community, and
public policy strategies
and initiatives;
• Political issues,
including political
contributions and
lobbying activities; and
• Compliance with
legal and regulatory
requirements for the
operations of the
company.
• Reviewing and acting
on any related-party
transactions.
Valero's Management / Employees
Ways that our management/employees engage in day-to-day risk identi昀椀cation and management, and
promote safety, include:
• Executing our risk identi昀椀cation and management programs, plans and systems, such as our CTEMS, EERA and FMS;
• Taking an interdisciplinary approach that coordinates the views of various teams and subject matter experts across
Valero, and facilitates continual communication on risk-related matters; and
• Reporting to the Board and its committees, and engaging with stockholders and stakeholders throughout the year.
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