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2002 ChevronTexaco Corporate Responsibility Report Overview & StrategyCorporate GovernanceOur Corporate Governance FrameworkSound governance of our company is an integral part of corporateresponsibility. ChevronTexaco’s Corporate Governance Guidelines, inconjunction with our Restated Certificate of Incorporation, By-Laws andBoard committee charters, form our governance framework. The guidelines,available on our Web site, cover a range of topics including theoverall role of the Board, key elements of Board membership and directorindependence, specifics on Board committees, ethical expectationsfor Board members, Board and CEO performance review processes, andprocesses for reporting concerns regarding accounting, internal accountingcontrols and auditing.ChevronTexaco’s Chief Executive Officer David J. O’Reilly serves as theChairman of the Board of Directors. With the exception of the Chairmanand Vice Chairman, at the end of 2002 all Board members were independentdirectors as defined by the New York Stock Exchange.Role of Board CommitteesCommittees of the Board of Directors include: Audit, Board Nominatingand Governance, Management Compensation and Public Policy. Eachcommittee is entirely comprised of independent directors. The AuditCommittee assists the Board in ensuring that the corporation’s financialstatements are properly audited, that the corporation maintains aneffective internal audit function and that the corporation complies withlegal and regulatory requirements, among other duties. The BoardNominating and Governance Committee assists the Board in definingand assessing qualifications for membership on the Board of Directors,and in identifying qualified candidates, makes recommendations fororganization of the Board’s affairs and addresses stockholder concernsregarding corporate governance, among other duties. The ManagementCompensation Committee assists the Board in determining salary andother compensation matters for executive officers and in establishingand administering incentive compensation and equity-based compensationplans for company management, among other duties.Committee regarding corporate responsibility issues facing the companyand seek the committee’s input on strategies or approaches.Corporate Responsibility Leadership at Executive LevelAt the senior-management level, a variety of structures exist to provideleadership and accountability for the company’s corporate responsibilitystrategy and performance. The primary forum in this regard isthe Global Issues Committee, an executive-level, cross-functional teamchaired by ChevronTexaco’s Vice Chairman that oversees policy andstrategy development on issues of worldwide strategic importancefor the company. This group has formal responsibility for leadingChevronTexaco’s corporate responsibility strategy development. Additionally,corporate responsibility issues raised by the Public PolicyCommittee or the full Board of Directors typically are brought to theGlobal Issues Committee for response. But other executive-levelcommittees – including the Executive Committee, Human ResourcesCommittee and Strategy, and Planning Committee – share responsibilityfor aspects of ChevronTexaco’s corporate responsibility policiesand approaches.While corporate responsibility issues are embedded in the charter ofeach of the Board committees, the Public Policy Committee has primaryresponsibility for oversight of the company’s overall corporateresponsibility strategy and performance. The Public Policy Committee’scharter is to identify, evaluate and monitor social, political and environmentalissues and concerns worldwide. It also reviews the company’sstrategy and performance related to corporate responsibility. Membersof ChevronTexaco’s management regularly brief the Public Policy© 2003 ChevronTexaco Corporation. All Rights Reserved.8