ESG Report - Report - Page 66
Governance and Risk Management
Risk Management and Oversight Structure
Full Board
•
Risk Management and Oversight are responsibilities for the full Board.
•
The full Board exercises its oversight responsibilities directly and through its committees.
•
Valero's low-carbon fuels growth strategy is a priority and focus for the full Board. In fact, Valero's low-carbon fuels
growth and climate strategy have been the key topics of our annual three-day strategic planning meeting for the past two
years, which have included presentations from third-party and Valero subject matter experts (SMEs) on topics such as
climate, low-carbon innovation, environmental justice, ESG, sustainability, liquid fuels, geopolitics and public policy.
Audit
Committee
Human Resources
and Compensation
Committee
Nominating and
Corporate Governance
Committee
Sustainability
and Public Policy
Committee
Key areas of oversight and
responsibility include:
Key areas of oversight
and responsibility include:
Key areas of oversight and
responsibility include:
Key areas of oversight and
responsibility include:
• financial statements
and public financial
information integrity;
• risks and other
matters related to our
compensation and
talent management
programs, policies and
strategies, including
Valero's benefit plans;
• ensuring that the Board
and its committees
have the necessary
mix of knowledge, skills,
experience and other
attributes;
• HSE matters;
• identifying and
recommending qualified
director nominees;
• corporate responsibility
and reputation
management;
• developing and
recommending a set of
corporate governance
principles applicable to
Valero;
• social, community, and
public policy strategies
and initiatives;
• compliance with
legal and regulatory
requirements, with a
focus on those with the
potential to impact its
financial statements or
accounting policies;
• policies and guidelines
concerning financial 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
respecting cybersecurity
and IT risks.
• management
succession planning for
Valero's CEO and other
senior executives;
• Valero's initiatives
and strategies in the
areas of D&I, human
capital management
and leadership
development; and
• compliance with
Valero's stock ownership
and retention guidelines.
• the Board's and its
committees' annual
self-evaluation of
performance;
• Valero's new director
orientation and director
continuing education
programs; and
• ESG, sustainability, and
climate-related risks and
opportunities (including
environmental justice
matters);
• political issues, including
political contributions
and lobbying activities;
and
• compliance with
legal and regulatory
requirements for the
operations of the
company.
• any related-party
transactions.
Valero's Management / Employees
Management and other employees engage in day-to-day risk identification and management, and promote safety, through:
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•
executing our risk identification and management programs, plans and systems, such as our Commitment to Excellence
Management System, Environmental Excellence and Risk Assessment, and Fuels Management System;
•
taking an interdisciplinary approach that coordinates the views of various teams and SMEs across Valero, and facilitating
continual communication on risk-related matters; and
•
reporting to the Board and its committees, and engaging with stockholders and stakeholders throughout the year.
