2026 Valero Report on Guiding Principles - Report - Page 51
Introduction
Safety
Environment
Employees
BOARD OVERSIGHT
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 matters within its area of
respective responsibility and expertise. The Sustainability and
Public Policy Committee’s key functions and areas of oversight
and responsibility are codi昀椀ed in its charter and speci昀椀cally
encompass: (i) HSE matters; (ii) sustainability and climaterelated risks and opportunities; (iii) corporate responsibility
and reputation management; (iv) social, community, and
public policy strategies and initiatives; (v) political issues,
including political contributions and lobbying activities; and
(vi) compliance with legal and regulatory requirements for the
operations of the company.
Community
Governance
Appendix
BOARD OVERSIGHT
Human Capital
Management
and Executive
Compensation
The Human Resources and
Compensation Committee
assists the Board in overseeing
Valero’s compensation,
succession planning for our CEO
and other senior executives as
well as initiatives and strategies
in the areas of human capital
management and leadership
development. At least annually,
our senior management team,
including the Senior Vice
President and Chief Human
Resources Of昀椀cer, reports to the
Board on these key focus areas.
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.
BOARD OVERSIGHT
Effective Board and
Strong Director
Performance
With regards to effectiveness of
the Board and refreshment of
Board members, the Nominating
and Corporate Governance
Committee has formal oversight
responsibilities established in
its committee charter, including
identifying and recommending
quali昀椀ed director nominees;
conducting the multi-step and
continual evaluation of all Board
members and leading Valero’s
new director orientation and
director continuing education
programs.
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