UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-12014
IMPERIAL OIL LIMITED
(Exact name of registrant as specified in its charter)
CANADA
(State or other jurisdiction of
incorporation or organization)
505 QUARRY PARK BOULEVARD S.E., CALGARY, AB, CANADA
(Address of principal executive offices)
98-0017682
(I.R.S. Employer
Identification No.)
T2C 5N1
(Postal Code)
1-800-567-3776
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
None
Trading symbol
Name of each exchange on
which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares (without par value)
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).
Yes No......
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
Yes...... No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No......
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No......
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and “emerging growth company”
in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer
Accelerated filer......
Non-accelerated filer......
Smaller reporting company......
Emerging growth company......
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act……
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Securities Exchange Act of 1934). Yes..... No
As of the last business day of the 2020 second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was
Canadian $4,873,811,386 based upon the reported last sale price of such stock on the Toronto Stock Exchange on that date.
The number of common shares outstanding, as of February 16, 2021, was 734,076,755.
1
Table of contents
Page
PART I ................................................................................................................................................................................. 5
Item 1. Business ................................................................................................................................................................ 5
Upstream ........................................................................................................................................................... 6
Disclosure of reserves ................................................................................................................................ 6
Proved undeveloped reserves .................................................................................................................... 8
Oil and gas production, production prices and production costs ................................................................ 9
Drilling and other exploratory and development activities ......................................................................... 11
Present activities ...................................................................................................................................... 13
Delivery commitments .............................................................................................................................. 14
Oil and gas properties, wells, operations and acreage ............................................................................. 15
Downstream .................................................................................................................................................... 17
Supply ...................................................................................................................................................... 17
Transportation .......................................................................................................................................... 17
Refining .................................................................................................................................................... 17
Distribution................................................................................................................................................ 17
Marketing .................................................................................................................................................. 18
Chemical .......................................................................................................................................................... 18
Human capital resources ................................................................................................................................. 19
Competition ..................................................................................................................................................... 19
Government regulations .................................................................................................................................. 20
The company online ........................................................................................................................................ 22
Item 1A. Risk factors ......................................................................................................................................................... 23
Item 1B. Unresolved staff comments ................................................................................................................................. 30
Item 2. Properties ............................................................................................................................................................ 30
Item 3. Legal proceedings ............................................................................................................................................... 30
Item 4. Mine safety disclosures ....................................................................................................................................... 30
PART II .............................................................................................................................................................................. 31
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities .. 31
Item 6. Selected financial data......................................................................................................................................... 32
Item 7. Management’s discussion and analysis of financial condition and results of operations ..................................... 32
Item 7A. Quantitative and qualitative disclosures about market risk .................................................................................. 32
Item 8. Financial statements and supplementary data .................................................................................................... 33
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure .................................. 33
Item 9A. Controls and procedures ..................................................................................................................................... 33
Item 9B. Other information ................................................................................................................................................ 33
PART III ............................................................................................................................................................................. 34
Item 10. Directors, executive officers and corporate governance ...................................................................................... 34
Item 11. Executive compensation ...................................................................................................................................... 34
Item 12. Security ownership of certain beneficial owners and management and related stockholder matters .................. 35
Item 13. Certain relationships and related transactions, and director independence ......................................................... 36
Item 14. Principal accountant fees and services................................................................................................................ 37
PART IV ............................................................................................................................................................................ 38
Item 15. Exhibits, financial statement schedules ............................................................................................................... 38
Item 16. Form 10-K summary ............................................................................................................................................ 39
SIGNATURES ................................................................................................................................................................... 40
Financial section ................................................................................................................................................................ 41
Proxy information section ................................................................................................................................................ 113
All dollar amounts set forth in this report are in Canadian dollars, except where otherwise indicated.
Note that numbers may not add due to rounding.
The following table sets forth (i) the rates of exchange for the Canadian dollar, expressed in United States
(U.S.) dollars, in effect at the end of each of the periods indicated, (ii) the average of exchange rates in effect
on the last day of each month during such periods, and (iii) the high and low exchange rates during such
periods, in each case based on the noon buying rate in New York City for wire transfers in Canadian dollars
as certified for customs purposes by the Federal Reserve Bank of New York.
dollars
Rate at end of period
Average rate during period
High
Low
2020
0.7841
0.7458
0.7865
0.6878
2019
0.7715
0.7558
0.7715
0.7358
2018
0.7329
0.7693
0.8143
0.7326
2017
0.7989
0.7714
0.8243
0.7275
2016
0.7448
0.7559
0.7972
0.6853
On February 16, 2021, the noon buying rate in New York City for wire transfers in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York was $0.7878 U.S. = $1.00
Canadian.
2
Forward-looking statements
Statements of future events or conditions in this report, including projections, targets, expectations, estimates,
and business plans are forward-looking statements. Forward-looking statements can be identified by words
such as believe, anticipate, intend, propose, plan, goal, seek, project, predict, target, estimate, expect,
strategy, outlook, schedule, future, continue, likely, may, should, will and similar references to future periods.
Forward-looking statements in this report include, but are not limited to, references to estimates,
development, timing and recovery of reserves; the improvement of recovery through experimental operations;
the development drilling program at Cold Lake; the timing, cost, efficiency and production of the Aspen project
and expansion project at Cold Lake; the continued evaluation of other oil sands leases and unconventional
assets; the company’s focus on key oil sands assets and the most attractive portions of its unconventional
portfolio; future activities with respect to Beaufort Sea licences; Kearl 2021 production outlook and growth
initiatives; the ability of rail infrastructure to mitigate pipeline capacity constraints; human capital resources
strategy and impact; anticipated capital, exploration and operating expenditures, including with respect to
environmental protection; expected full year capital expenditures of about $1.2 billion for 2021; continued
evaluation of the company’s share purchase program; being well positioned to participate in future
investments and reduce commodity price risk; the company’s long-term business outlook including demand,
supply and energy mix and pathways to recovery from the impacts of COVID-19; segment growth,
competitive strategies and benefits from an integrated business model; Cold Lake 2021 production outlook
and focus on base performance in the near-term; continued monitoring of curtailment regulations including
with respect to rail shipments and pace of the Aspen project; potential impacts from environmental risks,
carbon policy and climate related regulations; the impact of Downstream strategies and competitive position;
the benefits to the Chemical business from integration with the Sarnia refinery and relationship with
ExxonMobil; market uncertainty and the extent of ongoing effects of the COVID-19 pandemic on economic
activity and supply and demand; the intention to continue applying for the Canada Emergency Wage Subsidy;
the impact of measures implemented by the company in response to COVID-19; capital structure and
financial strength as a competitive advantage, for risk mitigation and meeting funding requirements; earnings
sensitivities; risks associated with use of derivative instruments; the impact of any pending litigation,
accounting standards and unrecognized tax benefits; standardized measures of discounted future cash flows;
and the impact of the Strathcona cogeneration project.
Forward-looking statements are based on the company's current expectations, estimates, projections and
assumptions at the time the statements are made. Actual future financial and operating results, including
expectations and assumptions concerning demand growth and energy source, supply and mix; commodity
prices, foreign exchange rates and general market conditions; production rates, growth and mix; project
plans, timing, costs, technical evaluations and capacities, and the company’s ability to effectively execute on
these plans and operate its assets; production life, resource recoveries and reservoir performance; the
performance of third-party service providers; applicable laws and government policies, including taxation,
climate change, production curtailment and restrictions in response to COVID-19; evolution of COVID-19 and
its impacts on Imperial’s ability to operate its assets, including the possible shutdown of facilities due to
COVID-19 outbreaks; the company’s ability to effectively execute on its business continuity plans and
pandemic response activities; cost savings; the adoption and impact of new facilities or technologies,
including on capital efficiency, production and reductions to greenhouse gas emissions intensity; refinery
utilization and product sales; financing sources and capital structure; and capital and environmental
expenditures could differ materially depending on a number of factors. These factors include global, regional
or local changes in supply and demand for oil, natural gas, and petroleum and petrochemical products and
resulting price, differential and margin impacts; transportation for accessing markets; political or regulatory
events, including changes in law or government policy, applicable royalty rates, tax laws, production
curtailment and actions in response to COVID-19; the receipt, in a timely manner, of regulatory and third-party
approvals; third-party opposition to operations, projects and infrastructure; environmental risks inherent in oil
and gas exploration and production activities; environmental regulation, including climate change and
greenhouse gas regulation and changes to such regulation; currency exchange rates; availability and
allocation of capital; availability and performance of third-party service providers, including in light of
restrictions related to COVID-19; unanticipated technical or operational difficulties; management effectiveness
and disaster response preparedness, including business continuity plans in response to COVID-19;
commercial negotiations; project management and schedules and timely completion of projects; reservoir
analysis and performance; unexpected technological developments; the results of research programs and
new technologies, and ability to bring new technologies to commercial scale on a cost-competitive basis;
operational hazards and risks; cybersecurity incidents; general economic conditions, including the occurrence
and duration of economic recessions; the ability to develop or acquire additional reserves;
3
and other factors discussed in Item 1A risk factors and Item 7 management’s discussion and analysis of
financial condition and results of operations of this annual report on Form 10-K.
Forward-looking statements are not guarantees of future performance and involve a number of risks and
uncertainties, some that are similar to other oil and gas companies and some that are unique to Imperial Oil
Limited. Imperial Oil Limited’s actual results may differ materially from those expressed or implied by its
forward-looking statements and readers are cautioned not to place undue reliance on them. Imperial Oil
Limited undertakes no obligation to update any forward-looking statements contained herein, except as
required by applicable law.
The term "project" as used in this report can refer to a variety of different activities and does not necessarily
have the same meaning as in any government payment transparency reports.
4
Item 1. Business
PART I
Imperial Oil Limited was incorporated under the laws of Canada in 1880 and was continued under the
Canada Business Corporations Act (the “CBCA”) by certificate of continuance dated April 24, 1978. The head
and principal office of the company is located at 505 Quarry Park Boulevard S.E., Calgary, Alberta, Canada
T2C 5N1. Exxon Mobil Corporation (“ExxonMobil”) owns approximately 69.6 percent of the outstanding
shares of the company. In this report, unless the context otherwise indicates, reference to the “company” or
“Imperial” includes Imperial Oil Limited and its subsidiaries, and reference to ExxonMobil includes Exxon
Mobil Corporation and its affiliates, as appropriate.
The company is one of Canada’s largest integrated oil companies. It is active in all phases of the petroleum
industry in Canada, including the exploration for, and production and sale of, crude oil and natural gas. In
Canada, it is a major producer of crude oil, the largest petroleum refiner and a leading marketer of petroleum
products. It is also a major producer of petrochemicals.
The company’s operations are conducted in three main segments: Upstream, Downstream and Chemical.
Upstream operations include the exploration for, and production of, crude oil, natural gas, synthetic oil and
bitumen. Downstream operations consist of the transportation and refining of crude oil, blending of refined
products and the distribution and marketing of those products. Chemical operations consist of the
manufacturing and marketing of various petrochemicals.
Financial information about segments and geographic areas for the company is contained in the “Financial
section” of this report under note 3 to the consolidated financial statements: “Business segments”.
5
Upstream
Disclosure of reserves
Summary of oil and gas reserves at year-end
The table below summarizes the net proved reserves for the company, as at December 31, 2020, as detailed
in the "Supplemental information on oil and gas exploration and production activities" part of the “Financial
section”, starting on page 41 of this report.
All of the company's reported reserves are located in Canada. The company has reported proved reserves
based on the average of the first-day-of-the-month price for each month during the last 12-month period
ending December 31. Natural gas is converted to an oil-equivalent basis at six million cubic feet per one
thousand barrels. No major discovery or other favourable or adverse event has occurred since December 31,
2020 that would cause a significant change in the estimated proved reserves as of that date.
Liquids (a) Natural gas Synthetic oil
millions of
barrels
billions of
cubic feet
millions of
barrels
Total
oil-equivalent
basis
millions of
barrels
Bitumen
millions of
barrels
Net proved reserves:
Developed
Undeveloped
7
-
7
Total net proved
(a) Liquids include crude oil, condensate and natural gas liquids (NGLs). NGL proved reserves are not material and are therefore
311
133
444
167
1
168
76
5
81
422
138
560
included under liquids.
The estimation of proved reserve volumes, which is based on the requirement of reasonable certainty, is an
ongoing process based on rigorous technical evaluations, commercial and market assessments, detailed
analysis of well information such as flow rates and reservoir pressures, and development and production
costs, among other factors. Furthermore, the company only records proved reserves for projects which have
received significant funding commitments by management made toward the development of the reserves.
Although the company is reasonably certain that proved reserves will be produced, the timing and amount
recovered can be affected by a number of factors, including completion and optimization of development
projects, reservoir performance, regulatory approvals, government policies, consumer preferences, changes
in the amount and timing of capital investments, royalty frameworks and significant changes in oil and gas
price levels. In addition, proved reserves could be affected by an extended period of low prices which could
reduce the level of the company’s capital spending and also impact its partners’ capacity to fund their share of
joint projects.
As a result of low prices during 2020, under the U.S. Securities and Exchange Commission definition of
proved reserves, certain quantities of bitumen that qualified as proved reserves in prior years did not qualify
as proved reserves at year-end 2020. Amounts no longer qualifying as proved reserves include 2.2 billion
barrels of bitumen at Kearl and 0.6 billion barrels of bitumen at Cold Lake. Among the factors that could result
in portions of these amounts being recognized again as proved reserves at some point in the future are a
recovery in the SEC price basis, a further decline in costs, and / or operating efficiencies.
Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also
increase proved reserves attributed to Imperial. The company does not expect its operations to be affected by
the downward revision of reported proved reserves as disclosed under the U.S. Securities and Exchange
Commission (SEC) definition.
6
Technologies used in establishing proved reserves estimates
Imperial’s proved reserves in 2020 were based on estimates generated through the integration of available
and appropriate geological, engineering and production data, utilizing well established technologies that have
been demonstrated in the field to yield repeatable and consistent results.
Data used in these integrated assessments included information obtained directly from the subsurface via
wellbores, such as well logs, reservoir core samples, fluid samples, static and dynamic pressure information,
production test data, and surveillance and performance information. The data utilized also included
subsurface information obtained through indirect measurements, including seismic data, calibrated with
available well control information. The tools used to interpret the data included proprietary seismic processing
software, proprietary reservoir modeling and simulation software, and commercially available data analysis
packages.
In some circumstances, where appropriate analog reservoirs were available, reservoir parameters from these
analogs were used to increase the quality of and confidence in the reserves estimates.
Preparation of reserves estimates
Imperial has a dedicated reserves management group that is separate from the base operating organization.
Primary responsibilities of this group include oversight of the reserves estimation process for compliance with
the U.S. Securities and Exchange Commission rules and regulations, review of annual changes in reserves
estimates and the reporting of Imperial's proved reserves. This group also maintains the official reserves
estimates for Imperial’s proved reserves. In addition, this group provides training to personnel involved in the
reserve estimation and reporting processes within Imperial.
The reserves management group maintains a central database containing the company’s official reserves
estimates. Appropriate controls, including limitations on database access and update capabilities, are in place
to ensure data integrity within this central database. An annual review of the system's controls is performed
by internal audit. Key components of the reserves estimation process include technical evaluations,
commercial and market assessments, analysis of well and field performance, and long standing approval
guidelines. No changes may be made to reserves estimates in the central database, including the addition of
any new initial reserves estimates or subsequent revisions, unless those changes have been thoroughly
reviewed and evaluated by duly authorized personnel within the base operating organization. In addition,
changes to reserves estimates that exceed certain thresholds require further review and endorsement by the
operating organization and the reserves management group, culminating in reviews with and approval by
senior management and the company’s board of directors.
The internal qualified reserves evaluator is a professional geoscientist registered in Alberta, Canada and has
22 years of petroleum industry experience, including 16 years of reserves related experience. The position
provides leadership to the internal reserves management group and is responsible for filing a reserves report
with the Canadian securities regulatory authorities. The company's internal reserves evaluation staff consists
of 31 persons with an average of 11 years of relevant technical experience in evaluating reserves, of whom
26 persons are qualified reserves evaluators for purposes of Canadian securities regulatory requirements.
The company's internal reserves evaluation management team is made up of 17 persons with an average of
11 years of relevant experience in evaluating and managing the evaluation of reserves.
7
Proved undeveloped reserves
As at December 31, 2020, approximately 25 percent of the company's proved reserves were proved
undeveloped reflecting volumes of 138 million oil-equivalent barrels. Proved undeveloped reserves are
associated with Syncrude and Cold Lake. This compared to 397 million oil-equivalent barrels of proved
undeveloped reserves reported at the end of 2019. The decrease of 259 million oil-equivalent barrels of
proved undeveloped reserves includes a decrease of 335 million oil-equivalent barrels at Cold Lake and a
decrease of 57 million oil-equivalent barrels at the Montney and Duvernay unconventional assets, partially
offset by an increase of 133 million oil-equivalent barrels at Syncrude. Conversion of proved undeveloped
reserves into proved developed was 6 million oil-equivalent barrels in 2020, associated with Cold Lake and
the Montney and Duvernay unconventional assets.
Proved undeveloped reserves that have remained undeveloped for five years or more represent about
4 percent (5 million oil-equivalent barrels) of proved undeveloped reserves and are associated with ongoing
development programs at Cold Lake. These undeveloped reserves are planned to be developed in a staged
approach to align with operational capacity and efficient capital spending commitment over the life of the
asset. The company is reasonably certain that these proved reserves will be produced; however the timing
and amount recovered can be affected by a number of factors including completion and optimization of
development projects, reservoir performance, regulatory approvals, government policies, consumer
preferences, changes in the amount and timing of capital investments, royalty frameworks and significant
changes in oil and gas price levels.
One of the company's requirements to report resources as proved reserves is that management has made
significant funding commitments towards the development of the reserves. The company has a disciplined
investment strategy and many major fields require a long lead-time in order to be developed. The company
made investments of about $209 million during the year to progress the development of proved undeveloped
reserves at Cold Lake, the Montney and Duvernay unconventional assets and at Syncrude. These
investments represented about 37 percent of the $561 million in total reported Upstream capital and
exploration expenditures. Investments made by the company to develop quantities which no longer meet the
SEC definition of proved reserves as a result of low prices during 2020 are included in these capital and
exploration expenditures.
8
Oil and gas production, production prices and production costs
Reference is made to the portion of the “Financial section” entitled “Management’s discussion and analysis of
financial condition and results of operations” on page 45 of this report for a narrative discussion on the
material changes.
Average daily production of oil
The company’s average daily oil production by final products sold during the three years ended December 31,
2020 was as follows. All reported production volumes were from Canada.
thousands of barrels per day (a)
Bitumen:
Kearl:
Cold Lake:
Total bitumen:
Synthetic oil (d):
Liquids (e):
Total:
- gross (b)
- net (c)
- gross (b)
- net (c)
- gross (b)
- net (c)
- gross (b)
- net (c)
- gross (b)
- net (c)
- gross (b)
- net (c)
2020
2019
2018
158
155
132
124
290
279
69
68
13
12
372
359
145
140
140
114
285
254
73
65
16
14
374
333
146
135
147
120
293
255
62
60
6
7
361
322
(a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.
(b) Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or
governments’ share or both.
(c) Net production is gross production less the mineral owners’ or governments’ share or both.
(d) The company's synthetic oil production volumes were from the company's share of production volumes in the Syncrude joint
venture.
(e) Liquids include crude oil, condensate and NGLs.
Average daily production and production available for sale of natural gas
The company’s average daily production and production available for sale of natural gas during the three
years ended December 31, 2020 are set forth below. All reported production volumes were from Canada. All
gas volumes in this report are calculated at a pressure base of 14.73 pounds per square inch absolute at 60
degrees Fahrenheit. Reference is made to the portion of the “Financial section” entitled “Management’s
discussion and analysis of financial condition and results of operations” on page 45 of this report for a
narrative discussion on the material changes.
millions of cubic feet per day (a)
Gross production (b) (c)
Net production (c) (d) (e)
Net production available for sale (f)
(a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.
(b) Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or
2019
145
144
108
2020
154
150
115
2018
129
126
94
governments’ share or both.
(c) Production of natural gas includes amounts used for internal consumption with the exception of the amounts reinjected.
(d) Net production is gross production less the mineral owners’ or governments’ share or both.
(e) Net production reported in the above table is consistent with production quantities in the net proved reserves disclosure.
(f)
Includes sales of the company’s share of net production and excludes amounts used for internal consumption.
9
Total average daily oil-equivalent basis production
The company’s total average daily production expressed in an oil-equivalent basis is set forth below, with
natural gas converted to an oil-equivalent basis at six million cubic feet per one thousand barrels.
thousands of barrels per day (a)
Total production oil-equivalent basis:
- gross (b)
- net (c)
2020
2019
2018
398
384
398
357
383
343
(a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.
(b) Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or
governments’ share or both.
(c) Net production is gross production less the mineral owners’ or governments’ share or both.
Average unit sales price
The company’s average unit sales price and average unit production costs by product type for the three years
ended December 31, 2020 were as follows.
Canadian dollars per barrel
Bitumen
Synthetic oil
Liquids (a)
Canadian dollars per thousand cubic feet
Natural gas
(a) Liquids include crude oil, condensate and NGLs.
2020
25.69
49.76
27.40
2019
50.02
74.47
42.91
2018
37.56
70.66
40.20
1.90
2.05
2.43
In 2020, Imperial's average Canadian dollar realizations for bitumen decreased primarily due to a decrease
in Western Canada Select. The company's average Canadian dollar realizations for synthetic crude
decreased generally in line with West Texas Intermediate, adjusted for changes in exchange rates and
transportation costs.
In 2019, Imperial's average Canadian dollar realizations for bitumen increased, supported primarily by an
increase in Western Canada Select and lower diluent costs. The company's average Canadian dollar
realizations for synthetic crude increased relative to West Texas Intermediate, primarily due to the narrowing
of the western Canadian light crude differential.
Average unit production costs
Canadian dollars per barrel
Bitumen
Synthetic oil
Total oil-equivalent basis (a)
(a)
Includes liquids, bitumen, synthetic oil and natural gas.
2020
25.73
45.51
28.73
2019
31.53
54.44
34.82
2018
29.39
60.34
35.28
In 2020, bitumen unit production costs were lower, primarily driven by higher Kearl production due to
improved reliability and reduced downtime related to the addition of supplemental crushing facilities in 2020,
and cost saving activities in response to market conditions.
In 2020, synthetic oil unit production costs were lower, primarily driven by cost saving activities in response to
market conditions.
In 2019, bitumen unit production costs were higher, primarily driven by Kearl costs associated with improving
reliability and mine performance, and increased mine material movement.
In 2019, synthetic oil unit production costs were lower, primarily driven by higher production due to the
absence of the site-wide power disruption at Syncrude in 2018 and lower maintenance costs.
10
Drilling and other exploratory and development activities
The company has been involved in the exploration for and development of crude oil and natural gas in
Canada only.
Wells drilled
The following table sets forth the net exploratory and development wells that were drilled or participated in by
the company during the three years ended December 31, 2020.
wells
Net productive exploratory
Net dry exploratory
Net productive development
Net dry development
Total
2020
-
-
29
-
29
2019
-
-
28
-
28
2018
-
-
19
1
20
In 2020, wells drilled to add productive capacity include 28 development wells at Cold Lake and 1 well
associated with the Montney and Duvernay unconventional assets.
In 2019, wells drilled to add productive capacity include 14 development wells at Cold Lake and 14 wells
associated with the Montney and Duvernay unconventional assets.
In 2018, wells drilled to add productive capacity include 10 development wells at Cold Lake and 9 wells
associated with the Montney and Duvernay unconventional assets.
Wells drilling
At December 31, 2020, the company was participating in the drilling of the following exploratory and
development wells within the Montney and Duvernay unconventional assets. All wells were located in
Canada.
wells
Total
2020
Gross
18
Net
9
Exploratory and development activities regarding oil and gas resources
Cold Lake
To maintain production at Cold Lake, capital expenditures for additional production wells and associated
facilities are required periodically. In 2020, additional wells were drilled on existing phases. In 2021, a
development drilling program is planned within the approved development area to add productive capacity.
The company also conducts experimental pilot operations to improve recovery of bitumen from wells by
means of new drilling, production or recovery techniques.
Aspen, Cold Lake expansion and other oil sands activities
The company filed a regulatory application for a new in-situ oil sands project at Aspen in December 2013,
using steam-assisted gravity drainage (SAGD) technology to develop the project in three phases producing
about 45,000 barrels per day before royalties, per phase. In 2015, the company amended the regulatory
application to develop the Aspen project using solvent-assisted, steam-assisted gravity drainage (SA-SAGD)
technology. The technology significantly improves capital efficiency and lowers greenhouse gas intensity
versus the existing SAGD technologies. The project is proposed to be executed in two phases producing
about 75,000 barrels per day before royalties, per phase.
11
In October 2018, regulatory approval for the Aspen in-situ project was received from the Alberta Energy
Regulator. The first phase of the project was approved by the company’s board and appropriated for $2.6
billion. Construction began late in the fourth quarter of 2018. In March 2019, the company slowed the pace of
development given market uncertainty stemming from the Government of Alberta’s temporary mandatory
production curtailment regulations and other industry competitiveness challenges. Aspen’s project pace will
be continuously evaluated, although major investment remains on hold. Aspen remains an important
development project for Imperial.
In March 2016, Imperial filed a regulatory application for an expansion project at Cold Lake to develop the
Grand Rapids interval using SA-SAGD technology. The project is proposed to produce 50,000 barrels per
day, before royalties. In August 2018, regulatory approval for the expansion project at Cold Lake was
received from the Alberta Energy Regulator. The company continues to progress the project with a slower
pace.
Work progresses on technical evaluations to support potential Clarke Creek, Corner, Clyden and Chard in-
situ development regulatory applications.
The company also has interests in other oil sands leases in the Athabasca region of northern Alberta.
Evaluation wells completed on these leased areas established the presence of bitumen. The company
continues to evaluate these leases to determine their potential for future development.
Montney and Duvernay
The company has ramped down development drilling in its Montney and Duvernay unconventional assets in
the western provinces. Imperial has re-assessed the long-term development plans of its unconventional
portfolio in Alberta and no longer plans to further develop a significant portion of this portfolio. The assets that
will not be developed are non-core, non-producing, undeveloped assets. This decision is consistent with
Imperial's strategy of focusing its upstream resources and efforts on its key oil sands assets as well as on
only the most attractive portions of its unconventional portfolio. The decision resulted in a non-cash, after-tax
impairment charge of $1,171 million in 2020, thereby reducing the carrying value of those assets to fair value.
The company retains its interest in these resources. Imperial continues to produce from its developed
acreage.
Beaufort Sea
In 2007, the company acquired a 50 percent interest in an exploration licence in the Beaufort Sea. As part of
the evaluation, a 3-D seismic survey was conducted in 2008 and the company has since carried out data
collection programs to support environmental studies and safe exploration drilling operations. In 2010, the
company executed an agreement to cross-convey interests with another company to acquire a 25 percent
interest in an additional Beaufort Sea exploration licence. As a result of that agreement, the company
operates both licences and its interest in the original licence was reduced to 25 percent. In 2013, the
company and its joint venture partners filed a project description, initiating the formal regulatory review of the
project. In 2016, the Federal Government of Canada declared Arctic waters off limits to new offshore oil and
gas licences for five years subject to review at the end of that period. Existing licences were not impacted.
In June 2019, the Federal Government approved selective changes to the Canada Petroleum Resources Act
to provide an indefinite prohibition and freeze of the existing licences through the completion of the Beaufort
Sea Regional Environmental Assessment (BR-SEA) review. The Federal Government continues to consult
with stakeholders as part of the BR-SEA to address regional social, environmental, economic and spill
response impacts of natural resource development in the Arctic. The company continues to hold the licences
while maintaining community engagement and participation in the BR-SEA process.
Exploratory and development activities regarding oil and gas resources extracted by
mining methods
The company continues to evaluate other undeveloped, mineable oil sands acreage in the Athabasca region.
12
Present activities
Review of principal ongoing activities
Kearl
Kearl is a joint venture established to recover shallow deposits of oil sands using open-pit mining methods to
extract the crude bitumen, which is processed through extraction and froth treatment trains. The company
holds a 70.96 percent participating interest in the joint venture and ExxonMobil Canada Properties holds the
other 29.04 percent. The product, a blend of bitumen and diluent, is typically shipped to the company’s
refineries, Exxon Mobil Corporation refineries and to other third parties. Diluent is natural gas condensate or
other light hydrocarbons added to the crude bitumen to facilitate transportation by pipeline and rail.
During 2020, the company’s share of Kearl’s net bitumen production was about 155,000 barrels per day and
gross production was about 158,000 barrels per day.
Kearl’s supplemental crushing facilities started operations in late 2019, with ramp-up of all units through early
2020. These facilities have further improved reliability, reduced planned downtime, lowered unit costs and
enabled the asset to achieve higher volumes. As disclosed in the company’s 2019 Form 10-K, the original
production target in 2020 for Kearl was 240,000 barrels per day (about 170,000 barrels Imperial’s share). As
a result of market conditions, the company adjusted planned maintenance and turnaround activity, and
revised its full-year guidance for Kearl total gross production to 220,000 barrels per day (about 156,000
barrels Imperial’s share). In 2020, Kearl achieved record annual total gross production of 222,000 barrels per
day (158,000 barrels Imperial’s share). Imperial continues to progress initiatives to enable the asset to
achieve 255,000 barrels per day of total gross production in 2021 (about 181,000 barrels Imperial’s share).
As a result of low prices during 2020, under the SEC definition of proved reserves, certain quantities of
bitumen that qualified as proved reserves in prior years did not qualify as proved reserves at year-end 2020.
Amounts no longer qualifying as proved reserves include 2.2 billion barrels of bitumen at Kearl. Among the
factors that could result in portions of these amounts being recognized again as proved reserves at some
point in the future are a recovery in the SEC price basis, a further decline in costs, and / or operating
efficiencies. Under the terms of certain contractual arrangements or government royalty regimes, lower prices
can also increase proved reserves attributed to Imperial. The company does not expect its operations to be
affected by the downward revision of reported proved reserves as disclosed under the U.S. SEC definition.
Cold Lake
Cold Lake is an in-situ heavy oil bitumen operation. The product, a blend of bitumen and diluent, is typically
shipped to the company’s refineries, Exxon Mobil Corporation refineries and to other third parties.
During 2020, net bitumen production at Cold Lake was about 124,000 barrels per day and gross production
was about 132,000 barrels per day.
As a result of low prices during 2020, under the SEC definition of proved reserves, certain quantities of
bitumen that qualified as proved reserves in prior years did not qualify as proved reserves at year-end 2020.
Amounts no longer qualifying as proved reserves include 0.6 billion barrels of bitumen at Cold Lake. Among
the factors that could result in portions of these amounts being recognized again as proved reserves at some
point in the future are a recovery in the SEC price basis, a further decline in costs, and / or operating
efficiencies. Under the terms of certain contractual arrangements or government royalty regimes, lower prices
can also increase proved reserves attributed to Imperial. The company does not expect its operations to be
affected by the downward revision of reported proved reserves as disclosed under the U.S. SEC definition.
13
Syncrude
Syncrude is a joint venture established to recover shallow deposits of oil sands using open-pit mining
methods to extract crude bitumen, and then upgrade it to produce a high-quality, light (32 degrees API),
sweet, synthetic crude oil. The company holds a 25 percent participating interest in the joint venture. The
produced synthetic crude oil is typically shipped to the company’s refineries, Exxon Mobil Corporation
refineries and to other third parties.
In 2020, the company’s share of Syncrude's net production of synthetic crude oil was about 68,000 barrels
per day and gross production was about 69,000 barrels per day.
The Province of Alberta, in its capacity as lessor of Kearl, Cold Lake, and Syncrude oil sands leases, is
entitled to a royalty on production. Royalties are subject to the oil sands royalty regulations which are based
upon a sliding scale determined largely by the price of crude oil.
Delivery commitments
The company has no material commitments to provide a fixed and determinable quantity of oil or gas under
existing contracts and agreements.
14
Oil and gas properties, wells, operations and acreage
Production wells
The company’s production of liquids, bitumen and natural gas is derived from wells located exclusively in
Canada. The total number of wells capable of production, in which the company had interests at
December 31, 2020 and December 31, 2019, is set forth in the following table. The statistics in the table are
determined in part from information received from other operators.
wells
Total (c)
(a)
(b)
Year ended December 31, 2020
Natural gas
Crude oil
Year ended December 31, 2019
Natural gas
Crude oil
Gross (a)
4,660
Net (b) Gross (a)
2,767
4,610
Net (b) Gross (a)
4,646
898
Net (b) Gross (a)
2,801
4,603
Net (b)
911
Gross wells are wells in which the company owns a working interest.
Net wells are the sum of the fractional working interest owned by the company in gross wells, rounded to the nearest whole
number.
(c) Multiple completion wells are permanently equipped to produce separately from two or more distinctly different geological
formations. At year-end 2020, the company had an interest in 12 gross wells with multiple completions (2019 - 12 gross wells).
Land holdings
At December 31, 2020 and December 31, 2019, the company held the following oil and gas rights, and
bitumen and synthetic oil leases, all of which are located in Canada, specifically in the western provinces, in
the Canada lands and in the Atlantic offshore.
thousands of acres
Western provinces (a):
Liquids and gas
Bitumen
Synthetic oil
Canada lands (d):
Liquids and gas
Atlantic offshore:
- gross (b)
- net (c)
- gross (b)
- net (c)
- gross (b)
- net (c)
- gross (b)
- net (c)
Developed
Undeveloped
2020
2019
2020
2019
Total
2020
2019
1,043
510
197
182
119
30
2
2
1,056
516
197
182
118
29
697
388
594
265
100
25
771
432
601
269
136
34
4
2
1,803
495
1,831
498
1,740
898
791
447
219
55
1,805
497
1,827
948
798
451
254
63
1,835
500
Total (e):
Liquids and gas
- gross (b)
- net (c)
- gross (b)
- net (c)
(a) Western provinces include British Columbia and Alberta.
(b) Gross acres include the interests of others.
(c) Net acres exclude the interests of others.
(d) Canada lands include the Arctic Islands, Beaufort Sea / Mackenzie Delta, and other Northwest Territories and Yukon regions
267
36
3,606
1,269
65
6
1,440
735
332
42
4,887
1,939
65
6
1,426
730
267
36
3,461
1,209
332
42
5,046
2,004
(Yukon - 2019 only).
(e) Certain land holdings are subject to modification under agreements whereby others may earn interests in the company’s holdings
by performing certain exploratory work (farm-out) and whereby the company may earn interests in others’ holdings by performing
certain exploratory work (farm-in).
15
Western provinces
The company's bitumen leases include about 171,000 net acres of oil sands leases near Cold Lake and an
area of about 34,000 net acres at Kearl. The company also has about 68,000 net acres of undeveloped,
mineable oil sands acreage in the Athabasca region. In addition, the company has interests in other bitumen
oil sands leases in the Athabasca areas totalling about 174,000 net acres, which include about 62,000 net
acres of oil sands leases in the Clyden area, about 34,000 net acres of oil sands leases in the Aspen area,
about 30,000 net acres of oil sands leases in the Corner area, about 18,000 net acres in the Chard area and
about 29,000 net acres in the Clarke Creek area. The 174,000 net acres are suitable for in-situ recovery
techniques.
The company's share of Syncrude joint venture leases covering about 55,000 net acres accounts for the
entire synthetic oil acreage.
Oil sands leases have an exploration period of 15 years and are continued beyond that point by payment of
escalating rentals or by production. The majority of the acreage in Cold Lake, Kearl and Syncrude is
continued by production.
The company holds interests in an additional 898,000 net acres of developed and undeveloped land in the
western provinces related to crude oil and natural gas, including about 387,000 net acres associated with the
company’s unconventional portfolio in Alberta. Imperial has re-assessed the long-term development of its
unconventional portfolio and no longer plans to further develop a significant portion of this portfolio.
Crude oil and natural gas leases and licences from the western provinces have exploration periods ranging
from two to 15 years and are continued beyond that point by proven production capability.
Canada lands
Land holdings in Canada lands primarily include exploration licence (EL) acreage in the Beaufort Sea of
about 252,000 net acres and significant discovery licence (SDL) acreage in the Mackenzie Delta and
Beaufort Sea areas of about 183,000 net acres.
Exploration licences on Canada lands have a finite term. If a significant discovery is made, a SDL may be
granted that holds the acreage under the SDL indefinitely, subject to certain conditions.
The company’s net acreage in Canada lands is either continued by production or held through ELs and SDLs.
Atlantic offshore
Exploration licences on Atlantic offshore have a finite term. The Atlantic offshore acreage is continued by
production licences or held by SDLs.
16
Downstream
Supply
The company supplements its own production of crude oil, condensate and petroleum products with
substantial purchases from a number of other sources at negotiated market prices. Purchases are made
under both spot and term contracts from domestic and foreign sources, including ExxonMobil.
Transportation
Imperial currently transports the company’s crude oil production and third-party crude oil required to supply
refineries by contracted pipelines, common carrier pipelines and rail. To mitigate uncertainty associated with
the timing of industry pipeline projects and pipeline capacity constraints, the company has developed rail
infrastructure. The Edmonton rail terminal has total capacity to ship up to 210,000 barrels per day of crude oil.
Refining
The company owns and operates three refineries, which process predominantly Canadian crude oil. The
company purchases finished products to supplement its refinery production.
The approximate average daily volumes of refinery throughput during the three years ended December 31,
2020, and the daily rated capacities of the refineries as at December 31, 2020, were as follows.
Refinery throughput (a)
Year ended December 31
Rated capacities (b)
at December 31
2020
196
119
113
428
thousands of barrels per day
2020
170
Strathcona, Alberta
86
Sarnia, Ontario
84
Nanticoke, Ontario
340
Total
(a) Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units.
(b) Rated capacities are based on definite specifications as to types of crude oil and feedstocks that are processed in the refinery
2018
173
109
110
392
2019
183
86
84
353
atmospheric distillation units, the products to be obtained and the refinery process, adjusted to include an estimated allowance for
normal maintenance shutdowns. Accordingly, actual capacities may be higher or lower than rated capacities due to changes in
refinery operation and the type of crude oil available for processing.
Refinery throughput averaged 340,000 barrels per day in 2020, compared to 353,000 barrels per day in 2019.
Capacity utilization was 80 percent, compared to 83 percent in 2019. Lower throughput was driven by
reduced demand due to the COVID-19 pandemic, partially offset by lower refinery turnaround activity and
reliability events, including impacts from the Sarnia fractionation tower incident which occurred in April 2019.
Refinery throughput averaged 353,000 barrels per day in 2019, compared to 392,000 barrels per day in 2018.
Capacity utilization was 83 percent, compared to 93 percent in 2018. Reduced throughput was mainly due to
higher planned turnaround activities and impacts from the Sarnia fractionation tower incident which occurred
in April 2019.
Distribution
The company maintains a nationwide distribution system, to move petroleum products to market by pipeline,
tanker, rail and road transport. The company owns and operates fuel terminals across the country, as well as
natural gas liquids and products pipelines in Alberta, Manitoba and Ontario and has interests in the capital
stock of two products pipeline companies.
17
Marketing
The company markets petroleum products throughout Canada under well-known brand names, most notably
Esso and Mobil, to all types of customers.
Imperial supplies petroleum products to the motoring public through Esso and Mobil-branded sites and
independent marketers. At the end of 2020, there were about 2,400 sites operating under a branded
wholesaler model whereby Imperial supplies fuel to independent third parties who own and operate sites in
alignment with Esso and Mobil brand standards.
Imperial also sells petroleum products, including fuel, asphalt and lubricants, to large industrial and
transportation customers, independent marketers, resellers, as well as other refiners. The company serves
agriculture, residential heating and commercial markets through branded fuel and lubricant resellers.
The approximate daily volumes of net petroleum products (excluding purchases / sales contracts with the
same counterparty) sold during the three years ended December 31, 2020, are set out in the following table.
thousands of barrels per day
Gasolines
Heating, diesel and jet fuels
Heavy fuel oils
Lube oils and other products
Net petroleum product sales
2020
215
146
20
40
421
2019
249
167
21
38
475
2018
255
183
26
40
504
In 2020, lower sales were primarily driven by reduced demand due to the COVID-19 pandemic.
In 2019, lower sales volumes were mainly due to lower refinery throughput.
Chemical
The company’s Chemical operations manufacture and market benzene, aromatic and aliphatic solvents,
plasticizer intermediates and polyethylene resin. Its petrochemical and polyethylene manufacturing operations
are located in Sarnia, Ontario, adjacent to the company’s petroleum refinery.
The company’s total petrochemical sales volumes during the three years ended December 31, 2020, were as
follows.
thousands of tonnes
Total petrochemical sales
2020
749
2019
732
2018
807
In 2020, sales volumes increased primarily due to higher sales of intermediates.
In 2019, sales volumes decreased primarily due to lower aromatics and intermediates sales.
18
Human capital resources
Imperial operates in a complex, competitive and changing business environment where decisions and risks
play out over time horizons that are often decades in length. This long-term orientation underpins the
company’s philosophy on talent development.
Talent development begins with recruiting exceptional candidates and continues with individually planned
experiences and training designed to facilitate broad development and a deep understanding of our business
across the business cycle. The company’s compensation is market competitive, long-term oriented, and
highly differentiated by individual performance. In addition, benefits and workplace programs support the
company’s talent management approach, and are designed to attract and retain employees for a long-term
career. Overall, this multifaceted approach has resulted in strong employee retention.
Imperial views diversity as an opportunity. The company encourages and respects diversity of thought, ideas,
and perspective in its workforce. The company considers diversity though all stages of employment including
recruitment, training and development of its employees. Imperial’s goal is to reflect the mix and diversity of
the communities where it operates, and it continues to focus on diverse representation at all levels of the
organization.
The number of regular employees was about 5,800 at the end of 2020 (2019 - 6,000, 2018 - 5,700). Regular
employees are defined as executive, management, professional, technical and wage employees who work
full-time or part-time for the company and are covered by the company’s benefit plans and programs.
Competition
The Canadian energy and petrochemical industries are highly competitive. Competition exists in the search
for and development of new sources of supply, the construction and operation of crude oil, natural gas and
refined products pipelines and facilities and the refining, distribution and marketing of petroleum products and
chemicals. The energy and petrochemical industries also compete with other industries in supplying the
energy, fuel and chemical needs of both industrial and individual consumers.
19
Government regulations
Petroleum, natural gas and oil sands rights
Most of the company’s petroleum, natural gas and oil sands rights were acquired from governments, either
federal or provincial. These rights, in the form of leases or licences, are generally acquired for cash or work
commitments. A lease or licence entitles the holder to explore for petroleum, natural gas and / or oil sands on
the leased lands for a specified period.
In western provinces, the lease holder can produce the petroleum or natural gas discovered on the leased
lands and retains the rights based on continued production. Oil sands leases are retained by meeting the
minimum level of evaluation, payment of rentals, or by production.
The holder of a licence relating to Canada lands and the Atlantic offshore can apply for a SDL if a discovery is
made. If granted, the SDL holds the lands indefinitely subject to certain conditions. The holder may then apply
for a production licence in order to produce petroleum or natural gas from the licenced land.
Project approval
Approvals and licences from relevant provincial or federal governmental or regulatory bodies are required for
the company to carry out, or make modifications to, its oil and gas activities. The project approval process for
major projects can involve, among other things, environmental assessments (including relevant mitigation
measures), stakeholder and Indigenous consultation and input regarding project concerns, and public
hearings. Approval may be subject to various conditions and commitments arising through these processes.
In 2019, the Canadian government implemented a new environmental assessment framework in Canada
under the Impact Assessment Act, which may impact the manner in which large energy projects are
approved. Changes from the previous environmental assessment legislation include broader consideration for
social, health, and gender-based impacts, the impact on Canada’s climate change commitments, reliance on
strategic and regional assessments and adjusted regulatory review timelines.
Environmental protection
The company regards protecting the environment in connection with its various operations as a priority. The
company is subject to extensive environmental regulations in Canada that apply to all phases of exploration,
development, operation, and final closure. These requirements cover the management and monitoring of
potential environmental impacts during active operations, including practices for land disturbance, wildlife
protection, specifications for equipment operation and material storage and limitations on discharges to the
environment. It also includes conducting environmental surveys and collecting continuous operational
measurements and sampling to confirm that environmental practices are adequately protecting the
environment. These regulations also specify the actions and requirements for final reclamation, abandonment
and closure of facilities. The company works in cooperation with government agencies, industry associations
and communities to address existing, and to anticipate potential, environmental protection issues. The
company also maintains extensive operating procedures, processes and emergency response plans to
address environmental risks at its operations.
As discussed in Item 1A. Risk factors in this report, compliance with existing and potential future government
regulations, including environmental regulations, may have material effects on the capital expenditures,
earnings, and competitive position of the company. Imperial takes new and ongoing measures throughout its
operations each year to prevent and minimize the impact of its operations on air, land and water. These
include significant investments in refining infrastructure and technology to manufacture clean fuels, continued
evaluation and implementation of new technologies to reduce greenhouse gas emissions, adherence to
federal and provincial greenhouse gas emissions reduction and reporting programs, enhanced water and
land management, and expenditures for asset retirement obligations. In the past five years, the company has
made capital and operating expenditures of about $3.3 billion on environmental protection and facilities. In
2020, the company’s environmental capital and operating expenditures totalled approximately $0.6 billion,
which was spent primarily on activities to protect the air, land and water, including remediation projects.
Capital and operating expenditures relating to environmental protection are expected to be about $1.1 billion
in 2021.
20
Crude oil
Production
The maximum allowable gross production of crude oil from wells in Canada is subject to limitations by various
regulatory authorities on the basis of engineering and conservation principles.
Additionally, in December 2018, the Government of Alberta introduced temporary mandatory production
curtailment regulations, which took effect on January 1, 2019. These regulations enable the government to
impose production limits on large producers in Alberta. Mandatory production curtailments were eliminated
effective December 2020, but the regulatory authority to impose curtailments remains in place. The duration
of these regulations is uncertain.
Exports
Export contracts of more than one year for light crude oil and petroleum products and two years for heavy
crude oil (including bitumen) require the prior approval of the Canada Energy Regulator (CER) and the
Government of Canada. Export contracts of less than one year for light crude oil and petroleum products and
two years for heavy crude oil (including bitumen) require an order from the CER.
Natural gas
Production
The maximum allowable gross production of natural gas from wells in Canada is subject to limitations by
various regulatory authorities. These limitations are to ensure oil recovery is not adversely impacted by
accelerated gas production practices. These limitations do not impact gas reserves, only the timing of
production of the reserves and did not have a significant impact on Imperial’s 2020 gas production rates.
Exports
The Government of Canada has the authority to regulate the export price for natural gas. Exports of natural
gas from Canada require approval by the CER and the Government of Canada. The Government of Canada
allows the export of natural gas by CER order without volume limitation for terms not exceeding 24 months.
Royalties
The Government of Canada and the provinces in which the company produces crude oil and natural gas,
impose royalties on production from lands where they own the mineral rights. Some producing provinces also
receive revenue by imposing taxes on production from lands where they do not own the mineral rights.
Different royalties are imposed by the Government of Canada and each of the producing provinces. Royalties
imposed on crude oil, natural gas and natural gas liquids vary depending on a number of parameters,
including well production volumes, selling prices and recovery methods. For information with respect to
royalties for Kearl, Cold Lake and Syncrude, see “Upstream" section entitled “Present activities” under Item 1
on page 13.
21
Investment Canada Act
The Investment Canada Act requires Government of Canada approval, in certain cases, of the acquisition of
control of a Canadian business by an entity that is not controlled by Canadians. The acquisition of natural
resource properties may, in certain circumstances, be considered a transaction that constitutes an acquisition
of control of a Canadian business requiring Government of Canada approval.
The Act also requires notification of the establishment of new unrelated businesses in Canada by entities not
controlled by Canadians, but does not require Government of Canada approval except when the new
business is related to Canada’s cultural heritage or national identity. The Government of Canada is also
authorized to take any measures that it considers advisable to protect national security, including the outright
prohibition of a foreign investment in Canada.
By virtue of the majority stock ownership of the company by ExxonMobil, the company is considered to be an
entity which is not controlled by Canadians.
Competition Act
The Competition Bureau seeks to ensure that Canadian businesses and consumers prosper in a competitive
and innovative marketplace. The Competition Bureau is responsible for the administration and enforcement of
the Competition Act (the Act). A merger transaction, whether or not notifiable, is subject to examination by the
Commissioner of the Competition Bureau to determine whether the merger will have, or is likely to have, the
effect of preventing or lessening substantially competition in a definable market. The assessment of the
competitive effects of a merger is made with reference to the factors identified under the Act.
An Advance Ruling Certificate (ARC) may be issued by the Commissioner to a party or parties to a proposed
merger transaction who want to be assured that the transaction will not give rise to proceedings under section
92 of the Act. Section 102 of the Act provides that an ARC may be issued when the Commissioner is satisfied
that there would not be sufficient grounds on which to apply to the Competition Tribunal for an order against a
proposed merger. The issuance of an ARC is discretionary. An ARC cannot be issued for a transaction that
has been completed, nor does an ARC ensure approval of the transaction by any agency other than the
Competition Bureau.
The company online
The company’s website www.imperialoil.ca contains a variety of corporate and investor information,
including the company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K and amendments to these reports. These reports are made available as soon as reasonably
practicable after they are filed or furnished to the SEC. The SEC’s website, www.sec.gov, contains reports,
proxy and information statements, interactive data files, and other information regarding issuers that are
submitted and posted electronically with the SEC.
22
Item 1A. Risk factors
Imperial’s financial and operating results are subject to a variety of risks inherent in oil, gas and petrochemical
businesses. Many of these risk factors are not within Imperial’s control and could adversely affect Imperial’s
business, financial and operating results, or financial position. These risk factors include:
Supply and demand
The oil, gas, fuels and petrochemical businesses are fundamentally commodity businesses. This means the
company's operations and earnings may be significantly affected by changes in oil, natural gas and
petrochemical prices, and by changes in margins on refined products and petrochemicals. Crude oil, natural
gas, petrochemical and petroleum product prices and margins depend on local, regional, and global events or
conditions that affect supply and demand for the relevant commodity. Commodity prices have been volatile,
and the company expects that volatility to continue. Any material decline in crude oil prices could have a
material adverse effect on Imperial’s Upstream operations, financial position, proved reserves and the amount
spent to develop reserves. On the other hand, a material increase in crude oil prices could have a material
adverse effect on Imperial’s Downstream margins, depending on the market conditions for refined products.
The demand for energy and petrochemicals is generally linked closely with broad-based economic activities
and levels of prosperity. The occurrence of recessions or other periods of low or negative economic growth
will typically have a direct adverse impact on the company's results. Other factors that may affect the demand
for crude oil, gas, fuels and petrochemicals, and therefore could impact Imperial’s results include
technological improvements in energy efficiency; seasonal weather patterns, which affect the demand for our
products, including lower demand for gasoline, impacting Downstream results in the winter; increased
competitiveness of, or government policy support for, alternative energy sources; new product quality
regulations; technological changes or consumer preferences that alter fuel choices, such as technological
advances in energy storage that make wind and solar more competitive for power generation; changes in
consumer preferences for the company’s products, including consumer demand for alternative fueled or
electric transportation or alternatives to plastic products; broad-based changes in personal income levels; and
security or public health issues and responses such as epidemics and pandemics.
Commodity prices and margins also vary depending on a number of factors affecting supply. For example,
increased supply from the development of new oil and gas supply sources and technologies to enhance
recovery from existing sources tend to reduce commodity prices to the extent such supply increases are not
offset by commensurate growth in demand. Similarly, increases in industry refining or petrochemical
manufacturing capacity relative to demand tend to reduce margins on affected products. Crude oil, gas and
petrochemical supply levels can also be affected by factors that reduce available supplies, such as adherence
by member countries or others to Organization of the Petroleum Exporting Countries (OPEC) production
quotas, government policies that restrict oil and gas production or increase associated costs, including the
Government of Alberta curtailment regulations, the occurrence of wars, hostile actions, natural disasters,
disruptions in competitors’ operations, or unexpected pipeline or rail constraints that may disrupt supplies.
Technological change can also alter the relative costs for competitors to find, produce, and refine oil and gas
and to manufacture petrochemicals.
The market price for western Canadian heavy crude oil is typically lower than light and medium grades of oil,
principally due to the higher transportation and refining costs. Western Canadian crude oil may also be
subject to limits on transportation capacity to markets. Future crude price differentials between western
Canadian crude oil relative to prices in the U.S. Gulf Coast are uncertain and changes in the heavy or light
crude oil differentials could have a material adverse effect on the company's business. Increased differentials
in 2018 also led the Government of Alberta to enact temporary mandatory production curtailment regulations
in 2019. These regulations enable the government to impose production limits on large producers in Alberta
such as Imperial. Although mandatory production curtailment decreased throughout 2019 and 2020, and was
eliminated in December 2020, the regulatory authority to impose curtailments remains in place and there is
the potential for curtailment to be re-imposed and increased. The duration of these regulations is uncertain,
and could have an adverse effect on the company's business. A significant portion of the company’s
production is bitumen, which is blended with diluent for transportation and marketability of heavy crude oil.
Increases to diluent prices, relative to heavy crude oil prices, could also have an adverse effect on the
company’s business.
23
Government and political factors
Imperial’s results can be adversely impacted by political, legal or regulatory developments affecting
operations and markets. Changes in government policy or regulations, changes in law or interpretation of
settled law, third-party opposition to company or infrastructure projects, and duration of regulatory reviews
could impact Imperial’s existing operations and planned projects. This includes actions by regulators or other
political actors to delay or deny necessary licenses and permits or restrict the operation of third-party
infrastructure that the company relies on, such as pipelines to transport the company's upstream production
to market or that supply feedstock to the company's refineries. Additionally, changes in environmental
regulations, assessment processes or other laws and increasing and expanding stakeholder consultation
(including Indigenous stakeholders), may increase the cost of compliance or reduce or delay available
business opportunities and adversely impact the company’s results.
Other government and political factors that could adversely affect the company’s financial results include
increases in taxes or government royalty rates (including retroactive claims) and changes in trade policies
and agreements. Further, the adoption of regulations mandating efficiency standards, and the use of
alternative fuels or uncompetitive fuel components could affect the company’s operations. Many governments
are providing tax advantages and other subsidies to support alternative energy sources or are mandating the
use of specific fuels or technologies. Governments and others are also promoting research into new
technologies to reduce the cost and increase the scalability of alternative energy sources, and the success of
these initiatives may decrease demand for the company’s products.
Governments may establish regulations with respect to the control of the company's production, such as
when increased price differentials in 2018 led the Government of Alberta to impose temporary mandatory
production curtailment regulations effective 2019, as discussed in the Supply and demand section above.
Government intervention in free markets may introduce unintended consequences such as market volatility
and uncertainty, misallocation of resources, and erosion of investor confidence.
Environmental risks
All phases of the Upstream, Downstream and Chemical businesses are subject to environmental regulation
pursuant to a variety of Canadian federal, provincial, territorial and municipal laws and regulations, as well as
international conventions (collectively, “environmental legislation”).
Environmental legislation imposes, among other things, restrictions, liabilities and obligations in connection
with the generation, handling, storage, transportation, treatment and disposal of hazardous substances and
waste and in connection with spills, releases and emissions of various substances into the environment. As
well, environmental regulations are imposed on the qualities and compositions of the products sold and
imported. Changes to these requirements could adversely affect the company's results by impacting
commodity prices, increasing costs and reducing revenues.
Environmental legislation also requires that wells, facility sites and other properties associated with the
company's operations be operated, maintained, monitored, abandoned and reclaimed to the satisfaction of
applicable regulatory authorities. This includes the requirement for specific approvals for many areas of
interaction with the environment, such as land use, air quality, water use, biodiversity protection and waste,
including mine tailings management. The failure to operate as anticipated and adhere to conditions, the delay
or denial of approvals and changes to conditions or regulations could impact the company's ability to operate
its projects and facilities and adversely affect the company's results.
24
The implementation of, and compliance with, policies and regulations related to air, water and land, such as
Alberta’s Lower Athabasca Regional Plan and Wetland Policy applicable to the company's oil sands assets,
could restrict development in current and future areas of operation. The company also depends on water
obtained under licences for withdrawal, storage, reuse and discharge in both its Upstream and Downstream
businesses, including future projects and expansions. Water use may be limited by regulatory requirements,
seasonal fluctuations, competing demands, environmental sensitivities, increasingly stringent water
management standards, and changes to conditions or availability of licences, which may restrict and
adversely affect the company’s operations. Additionally, a number of air quality regulations and frameworks
are being developed at the federal and provincial levels, and when implemented could impact existing and
planned projects through increased capital and operating expenses including retrofits to existing equipment,
and could adversely impact the company’s operations and financial results.
Federal and provincial legislation aimed at protecting sensitive, threatened or endangered wildlife, such as
woodland caribou and species of migratory birds, may also increase restoration and offset costs and impact
the company’s projects. If it is determined that such wildlife and their habitat are not sufficiently protected,
governments or other parties may take actions to limit the pace or ability to develop in areas of Imperial’s
current and future projects.
The company’s mining operations are subject to tailings management regulations that establish approval,
monitoring, reporting and performance criteria for tailings ponds and management plans. Further, the
absence or evolving nature of policies and regulations for the timing and closure of tailings ponds, including
the approved technologies and methods for closure (such as the use of end pit lakes and water capped
tailings), and dam safety directives, regulations, guides and abandonment requirements could have a material
impact on conditions for approvals and ultimate mine closure costs. Additionally, successful management and
closure requires the release of water to the environment, and although an Alberta water release policy and
federal oil sands effluent regulations are being developed, the timing and impact of these regulations is
uncertain and the absence of effective regulation could negatively impact the company’s operations and
financial results.
In addition, certain types of operations, including exploration and development projects and significant
changes to certain existing projects, may require the submission and approval of environmental impact
assessments. In 2019, the Government of Canada implemented a new environmental assessment framework
under the Impact Assessment Act, which expands assessment considerations beyond the environment to
include social, health, economic, and gender-based impacts and the impact on Canada’s climate change
commitments. It also includes a reliance on strategic and regional assessments and adjusted regulatory
review timelines. The impact of this legislation is not fully apparent, but it may impact the cost, manner,
duration and ability to advance large energy projects.
Compliance with environmental legislation can require significant expenditures and failure to comply with
environmental legislation may result in the cessation of operations, imposition of fines and penalties and
liability for clean-up costs and damages.
The costs of complying with environmental legislation in the future could have a material adverse effect on the
company’s financial condition or results of operations. The company anticipates that changes in
environmental legislation may require, among other things, reductions in emissions from its operations to the
air and water and may result in increased capital expenditures. Changes in environmental legislation
(including, but not limited to, application of regulations related to air, water, land, biodiversity and waste,
including mine tailings) may increase the cost of compliance or reduce or delay available business
opportunities. Future changes in environmental legislation could occur and result in stricter standards and
enforcement, larger fines and liability, and increased capital expenditures and operating costs, which could
have a material adverse effect on the company's financial condition or results of operations.
There are operational risks inherent in oil and gas exploration and production activities, as well as the
potential to incur substantial financial liabilities, if the company does not manage those risks effectively. The
ability to insure such risks is limited by the capacity of the applicable insurance markets, which may not be
sufficient to cover the likely cost of a major adverse operating event. Accordingly, the company's primary
focus is on prevention, including through its rigorous operations integrity management system. The
company's future results will depend on the continued effectiveness of these efforts.
25
Climate change and greenhouse gas restrictions
Driven by concern over the risks of climate change, a number of provinces and the Government of Canada
have adopted, are considering the adoption of, or have revised, regulatory frameworks to reduce greenhouse
gas emissions or production and use of oil and gas. These include adoption of carbon emissions pricing, cap
and trade regimes, carbon taxes, emissions limits, increased efficiency standards, low carbon fuel standards
and incentives or mandates for renewable energy.
The Government of Canada has adopted the Paris Agreement on climate change, and set a goal to reduce
greenhouse gas emissions economy-wide by 30 percent below 2005 levels by 2030. To implement these
goals, the Government of Canada adopted the Greenhouse Gas Pollution Pricing Act (GGPPA), which sets a
federal backstop carbon price Canada-wide through a carbon levy applied to fossil fuels ($20 per tonne
starting in 2019 and increasing by $10 per tonne annually to $50 per tonne in 2022), and an output-based
pricing system for large industrial emitters. Under the GGPPA, provinces are required to either adopt the
GGPPA, or obtain equivalency by adopting a price-based system or cap and trade system. In December
2020, the Government of Canada proposed to increase the carbon price by $15 per year starting in 2023,
rising to $170 per tonne in 2030. Further, in 2020 the Government of Canada proposed legislation to
formalize Canada's target to achieve net-zero emissions by 2050 and establish interim emissions reductions
targets at five year intervals.
The Government of Alberta has obtained federal equivalency for its Technology Innovation and Emissions
Reduction Regulation (TIER) that came into effect in 2020 and applies to facilities with CO2 emissions in
excess of 100,000 tonnes per year. TIER is designed to reduce emissions by putting a price on 10 percent of
a facility’s emissions in 2020, increasing by 1 percent per year, with pricing for 2020 set at $30 per tonne.
Further, the Alberta Oil Sands Emissions Limit Act sets a limit of 100 megatonnes of CO2 per year of
emissions in the oil sands sector, but oil sands emissions remain below the limit and it is not yet possible to
predict the impact of this act on the company's future oil sands operations in Alberta. With respect to other
provinces, with Ontario cancelling the cap and trade program in 2018, the company’s operations in Ontario
are subject to the federal carbon levy and output based pricing system. British Columbia has carbon pricing in
place for all emissions, with pricing currently at $40 per tonne and rising by $5 per tonne in April, 2021.
Increases in carbon pricing could adversely impact the company's operations and financial results unless the
company can adapt its operations.
There are also various low carbon fuel standards being developed or applicable to the company's products.
The Government of Canada is progressing draft regulations for the Clean Fuel Standard, which will require
the reduction in carbon intensity of liquid fuels supplied in Canada starting in 2022. The standard is expected
to build upon the existing federal renewable fuels regulations that require fuel producers and importers to
have a specified amount of renewable fuel in gasoline and diesel. Similarly, British Columbia introduced a
Low Carbon Fuel Standard in 2013, which increased to a 10 percent carbon intensity reduction requirement
by 2020. The British Columbia government has announced a draft policy to reduce the carbon intensity of
fuels by a further 20 percent by 2030. Compliance can be achieved by either blending renewable fuels with
low carbon intensity or by purchasing credits.
In 2019, the Government of Canada enacted the Impact Assessment Act, which links environmental
assessment approvals to climate change-related goals, and has also discussed a goal of establishing legally-
binding policies for being carbon-neutral by 2050. Changes and policies related to this act could adversely
impact the company's ability to progress new oil sands projects.
International accords and underlying regional and national regulations covering climate change and
greenhouse gas emissions continue to evolve with uncertain timing and outcome, making it difficult to predict
their business impact. Such laws and policies could make Imperial’s products more expensive and less
competitive, reduce or delay available business opportunities, reduce demand for hydrocarbons, and shift
hydrocarbon demand toward lower greenhouse gas emission energy sources. Current and pending
greenhouse gas regulations or policies may also increase compliance and abatement costs including taxes
and levies, increase abandonment and reclamation obligations, lengthen project evaluation and
implementation times, impact reserves evaluations and affect operations. Increased costs may not be
recoverable in the market place, could negatively affect our returns and could reduce the global
competitiveness of the company's crude oil, natural gas and refined products. Governments may also impose
restrictions on production of oil and gas to the extent they view such measures as a viable approach for
pursuing national and global energy and climate policies. Concern over the risks of climate change may lead
governments to make laws applicable to the energy industry progressively more stringent over time.
26
Political and other actors and their agents are also increasingly seeking to advance climate change objectives
indirectly, such as by seeking to reduce the availability of or increase the cost for financing and investment in
the oil and gas sector and taking actions intended to promote changes in business strategy for oil and gas
companies.
Currency
Prices for commodities produced by the company are commonly benchmarked in U.S. dollars. The majority of
Imperial’s sales and purchases are related to these industry U.S. dollar benchmarks. As the company records
and reports its financial results in Canadian dollars, to the extent that the value of the Canadian dollar
strengthens, the company’s reported earnings will be negatively affected. The company does not currently
make use of derivative instruments to offset exposures associated with foreign currency.
Other business risks
Imperial is reliant on a number of key chemicals, catalysts and third-party service providers, including input
and output commodity transportation (pipelines, rail, trucking, marine) and utilities providing services,
including electricity and water, to various company operations. The lack of availability, capacity or proximity
with respect to pipeline facilities and railcars could negatively impact Imperial's ability to produce at capacity
levels. Transportation disruptions, including those caused by events unrelated to the company's operations,
could adversely affect the company's price realizations, refining operations and sales volumes. This includes
outages of key third-party infrastructure, such as pipelines servicing the company's oil sands assets or
pipelines supplying feedstock to its refineries, which could impact the company's ability to operate its assets
or limit the ability to deliver production and products to market. A third-party utilities outage could have an
adverse impact on the company's operations and ability to produce.
The company also enters into contractual relationships with suppliers, partners and other counterparties to
procure and sell goods and services, and the company’s operations, market position and financial condition
may be adversely impacted if these counterparties do not fulfil their obligations. Imperial may also be
adversely affected by the outcome of litigation resulting from its operations or by government enforcement
proceedings alleging non-compliance with applicable laws or regulations. Litigation is subject to uncertainty
and success is not guaranteed, and the company may incur significant expenses and devote significant
resources in defending litigation.
Management effectiveness
In addition to external economic and political factors, Imperial’s future business results also depend on the
company’s ability to manage successfully those factors that are at least in part within its control. The extent to
which Imperial manages these factors will impact its performance relative to competition. For projects in
which the company is not the operator, Imperial depends on the management effectiveness of one or more
co-venturers whom the company does not control.
Project management
The nature of the company’s Upstream, Downstream and Chemical businesses depend on complex, long-
term, and capital intensive projects that require a high degree of project management expertise to maximize
efficiency. This includes development, engineering, construction, commissioning and ongoing operational
activities and expertise. The company's results are affected by its ability to develop and operate projects and
facilities as planned and by events or conditions that affect the advancement, operation, cost or results of
such projects or facilities. These risks include the company's ability to obtain the necessary environmental
and other regulatory approvals; changes in regulations; the ability to model and optimize reservoir
performance; changes in resources and operating costs including the availability and cost of materials,
equipment and qualified personnel; the impact of general economic, business and market conditions; and the
company’s ability to respond effectively to unforeseen technical difficulties that could delay project start-up or
cause unscheduled downtime.
27
Operational efficiency
An important component of Imperial’s competitive performance, especially given the commodity based nature
of Imperial’s business, is the ability to operate efficiently, including the company’s ability to manage expenses
and improve production yields on an ongoing basis. This requires continuous management focus, including
technological improvements, cost control, productivity enhancements and regular reappraisal of the
company’s asset portfolio. The company's operations and results also depend on key personnel and subject
matter expertise, the recruitment, development and retention of high caliber employees, and the availability of
skilled labour.
Research and development and technical change
Imperial relies upon the research and development organizations of the company and ExxonMobil, with whom
the company conducts shared research. Innovation and technology are important to maintain the company’s
competitive position, especially in light of the technological nature of Imperial’s business and the need for
continuous efficiency improvement. The company's research and development organizations must be able to
adapt to a changing market and policy environment, including developing technologies to help reduce
greenhouse gas emissions intensity. To remain competitive, the company must also continuously adapt and
capture the benefits of new technologies including growing the company's capabilities to utilize digital data
technologies to gain new business insights. There are risks associated with projects that rely on new
technology, including that the results of implementing the new technology may differ from simulated, piloted
or expected results. The failure to develop and adopt new technology may have an adverse impact on the
company’s operations, ability to meet regulatory requirements and operational commitments and targets
(including environmental sustainability and reduction of greenhouse gas emissions), and financial results.
Safety, business controls and environmental risk management
The scope and nature of the company’s operations present a variety of significant hazards and risks,
including operational hazards and risks such as explosions, fires, pipeline ruptures and crude oil spills.
Imperial’s operations are also subject to the additional hazards of pollution, releases of toxic gas and
environmental hazards and risks, such as severe weather, and geological events. The company’s results
depend on management’s ability to minimize these inherent risks, to effectively control business activities and
to minimize the potential for human error. Imperial applies rigorous management systems, including a
combined program of effective operations integrity management, ongoing upgrades, key equipment
replacements, and comprehensive inspection and surveillance. The company also maintains a disciplined
framework of internal controls and applies a controls management system for monitoring compliance with this
framework. The company’s upstream and downstream operations may experience loss of production,
slowdowns or shutdowns and increased costs due to the failure of interdependent systems, and substantial
liabilities and other adverse impacts could result if the company’s management systems and controls do not
function as intended.
Cybersecurity
Imperial is regularly subject to attempted cybersecurity disruptions from a variety of threat actors, including
state-sponsored actors. Imperial’s defensive preparedness includes multi-layered technological capabilities
for prevention and detection of cybersecurity disruptions; non-technological measures such as threat
information sharing with governmental and industry groups; internal training and awareness campaigns
including routine testing of employee awareness via mock threats; and an emphasis on resiliency including
business response and recovery.
If the measures the company is taking to protect against cybersecurity disruptions prove to be insufficient or if
the company’s proprietary data is otherwise not protected, the company as well as its customers, employees
or third parties could be adversely affected. Cybersecurity disruptions could cause physical harm to people or
the environment; damage or destroy assets; compromise business systems; result in proprietary information
being altered, lost or stolen; result in employee, customer or third-party information being compromised; or
otherwise disrupt the company's business operations. Imperial could incur significant costs to remedy the
effects of a major cybersecurity disruption, in addition to costs in connection with resulting regulatory actions,
litigation or reputational harm.
28
Preparedness
The company’s operations may be disrupted by severe weather events, natural disasters, human error, and
similar events. Imperial’s ability to mitigate the adverse impacts of these events depends in part upon the
effectiveness of its rigorous disaster preparedness and response planning, as well as business continuity
planning.
COVID-19
As a result of COVID-19, governments in many countries, including Canada, have mandated quarantines,
closures, stay-at-home orders and travel restrictions that have had a significant impact on demand for the
company’s products. While these effects are expected to be temporary, the resurgence of cases of COVID-19
has led to a highly uncertain business environment. Although there has been some movement toward pre-
pandemic activity levels, the duration of the business disruptions internationally and related financial impact
cannot be reasonably estimated at this time and continued or new restrictions could continue to impact the
demand for petroleum products.
Imperial’s future business results, including cash flows and financing needs, will be affected by the extent and
duration of these conditions and the effectiveness of responsive actions that the company and others take,
including our actions to reduce capital and operating expenses and government actions to address the
COVID-19 pandemic. The impact of COVID-19 could also have an effect on the financial markets and result
in an increase to the cost of capital due to risk. The company’s results will also be affected by any resulting
negative impacts on national and global economies and markets from a prolonged decrease of economic
activity.
The company has had positive COVID-19 cases, but these cases have not had a material impact on its
operations or business. The company has initiated numerous emergency response and business continuity
plans, and a substantial portion of the company's workforce has implemented remote working arrangements.
However, if the company’s mitigation and response efforts prove insufficient, then large outbreaks of
epidemics, pandemics or other health crises such as COVID-19 at operating sites, particularly in remote
locations and where work camps are utilized, could materially impact the company’s personnel and its
operations, reducing productivity and increasing costs.
The company could also be impacted by disruption to supply chains, methods of distribution and key third-
party service providers, which could impact the ability to produce or sell its products, as well as increase the
costs associated with its operations and decrease revenues and margins.
The COVID-19 pandemic continues to evolve, with changing case numbers and the potential for additional
public health restrictions. Although vaccines are being developed and approved for use, their availability and
effectiveness is uncertain, especially in light of the emergence of new mutations of the virus. The impact of
the pandemic remains difficult to predict.
Reputation
Imperial's reputation is an important corporate asset. An operating incident, significant cybersecurity
disruption, change in consumer views concerning the company's products, or other adverse events, such as
those described in Item 1A, may have a negative impact on Imperial's reputation, which in turn could make it
more difficult for the company to compete successfully for new opportunities or obtain necessary regulatory
approvals, or could reduce consumer demand for the company's branded products. Imperial’s reputation may
also be harmed by events which negatively affect the image of the industry as a whole, including public and
investor perception of Alberta oil sands in relation to greenhouse gas emissions and environmental impact.
29
Reserves
The company's future production and cash flows from bitumen, synthetic oil, liquids and natural gas reserves
are highly dependent upon the company's success in exploiting its current reserves. To maintain production
and cash flows, the company must continue to replace produced reserves as they are depleted, which can be
accomplished through exploration discovery of new resources, appraisal and investments in developing
discovered resources, or acquisition of reserves. To the extent cash flows from operations are insufficient to
fund capital expenditures and external sources of capital become limited or unavailable, the company's ability
to make the necessary capital investments to maintain and grow oil and natural gas reserves will be
adversely impacted. In addition, the company may be unable to find and develop or acquire additional
reserves to replace oil and natural gas production at acceptable costs.
Estimates of economically recoverable oil and natural gas reserves and future net cash flows involve many
uncertainties, including factors beyond the company’s control. Key factors with uncertainty include: geological
and engineering estimates, including that additional information obtained through seismic and drilling
programs, reservoir analysis and production and operational history may result in revisions to reserves; the
assumed effects of regulation or changes to regulation by government agencies, including royalty frameworks
and environmental regulations (such as the regulation of greenhouse gas emissions, which could impose
significant compliance costs on the company, require new technology, or impact the economic viability of
certain projects); future commodity prices, where low commodity prices may affect reserves development;
abandonment and reclamation costs, including reclamation and tailings requirements for mining operations;
and operating costs. Actual production, revenues, taxes and royalties, development costs, abandonment and
reclamation costs, and operating expenditures with respect to reserves will likely vary from such estimates,
and such variances could be material.
Item 1B. Unresolved staff comments
None.
Item 2. Properties
Reference is made to Item 1 above.
Item 3. Legal proceedings
Imperial has elected to use a $1 million threshold for disclosing environmental proceedings.
Item 4. Mine safety disclosures
Not applicable.
30
PART II
Item 5. Market for registrant’s common equity, related
stockholder matters and issuer purchases of equity
securities
Market information
The company’s common shares are listed and trade on the Toronto Stock Exchange in Canada, and have
unlisted trading privileges and trade on the NYSE American LLC in the United States. The symbol for the
company’s common shares on these exchanges is IMO.
As of February 16, 2021 there were 10,094 holders of record of common shares of the company.
Information for security holders outside Canada
Cash dividends paid to shareholders resident in countries with which Canada has an income tax convention
are usually subject to a Canadian non-resident withholding tax of 15 percent, but may vary from one tax
convention to another.
The withholding tax is reduced to 5 percent on dividends paid to a corporation resident in the U.S. that owns
at least 10 percent of the voting shares of the company.
The company is a qualified foreign corporation for purposes of the reduced U.S. capital gains tax rates, which
are applicable to dividends paid by U.S. domestic corporations and qualified foreign corporations.
There is no Canadian tax on gains from selling shares or debt instruments owned by non-residents not
carrying on business in Canada, as long as the shareholder does not, in any given 60 month period, own
25 percent or more of the shares of the company.
Canada has approved several positions with respect to the Multilateral Convention to Implement Tax Treaty
Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”), which may impact the taxability of
dividends and capital gains in Canada if the shareholder’s country of residence has also approved these
same positions of the MLI.
Between October 1, 2020 and December 31, 2020, pursuant to the company’s restricted stock unit plan,
6,975 shares were issued to employees or former employees outside the U.S. in reliance on Regulation S
under the Securities Act.
Securities authorized for issuance under equity compensation plans
Sections of the company's management proxy circular are contained in the “Proxy information section”,
starting on page 113. The company's management proxy circular is prepared in accordance with Canadian
securities regulations.
Reference is made to the section under the "Company executives and executive compensation":
Entitled "Performance graph" within the "Compensation discussion and analysis” section on page 173
of this report; and
Entitled "Equity compensation plan information", within the "Compensation discussion and analysis",
on page 178 of this report.
31
Issuer purchases of equity securities
Total number of
shares purchased
Average price paid
per share
(Canadian dollars)
Total number of
shares purchased
as part of publicly
announced plans
or programs
Maximum number
of shares that may
yet be purchased
under the plans or
programs (a)
October 2020
(October 1 - October 31)
November 2020
(November 1 - November 30)
December 2020
43,025
(December 1 - December 31)
(a) On June 23, 2020, the company announced by news release that it had received final approval from the Toronto Stock Exchange
50,000
50,000
6,975
24.34
6,975
-
-
-
-
-
-
for a limited normal course issuer bid. The program is used primarily to eliminate dilution from shares issued in conjunction with
Imperial's restricted stock unit plan, and enables the company to purchase up to a maximum of 50,000 common shares during the
period June 29, 2020 to June 28, 2021. This maximum includes shares purchased under the normal course issuer bid and from
Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid. As in the past, Exxon Mobil Corporation has
advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. The program
will end should the company purchase the maximum allowable number of shares, or on June 28, 2021.
The company will continue to evaluate its share purchase program in the context of its overall capital
activities.
Item 6. Selected financial data
millions of Canadian dollars
Revenues
Net income (loss)
Total assets at year-end
Long-term debt at year-end
Total debt at year-end
Other long-term obligations at year-end
Canadian dollars
Net income (loss) per common share - basic
Net income (loss) per common share - diluted
Dividends per common share - declared
2020
22,284
(1,857)
38,031
4,957
5,184
4,100
(2.53)
(2.53)
0.88
2019
34,002
2,200
42,187
4,961
5,190
3,637
2.88
2.88
0.85
2018
34,964
2,314
41,456
4,978
5,180
2,943
2.87
2.86
0.73
2017
29,125
490
41,601
5,005
5,207
3,780
0.58
0.58
0.63
2016
25,049
2,165
41,654
5,032
5,234
3,656
2.55
2.55
0.59
Reference is made to the table setting forth exchange rates for the Canadian dollar, expressed in U.S.
dollars, on page 2 of this report.
Item 7. Management’s discussion and analysis of financial
condition and results of operations
Reference is made to the section entitled "Management's discussion and analysis of financial condition and
results of operations" in the “Financial section”, starting on page 45 of this report.
Item 7A. Quantitative and qualitative disclosures about
market risk
Reference is made to the section entitled "Market risks and other uncertainties" in the “Financial section”,
starting on page 61 of this report. All statements other than historical information incorporated in this Item 7A
are forward-looking statements. The actual impact of future market changes could differ materially due to,
among other things, factors discussed in this report.
32
Item 8. Financial statements and supplementary data
Reference is made to the table of contents in the “Financial section” on page 41 of this report:
Consolidated financial statements, together with the report thereon of PricewaterhouseCoopers LLP
(PwC) dated February 24, 2021 beginning with the section entitled "Report of independent registered
public accounting firm" on page 70 and continuing through note 18, "Other comprehensive income
(loss) information” on page 106;
"Supplemental information on oil and gas exploration and production activities" (unaudited) starting
on page 107; and
"Quarterly financial data" on page 112.
Item 9. Changes in and disagreements with accountants on
accounting and financial disclosure
None.
Item 9A. Controls and procedures
As indicated in the certifications in Exhibit 31 of this report, the company’s principal executive officer and
principal financial officer have evaluated the company’s disclosure controls and procedures as of December
31, 2020. Based on that evaluation, these officers have concluded that the company’s disclosure controls and
procedures are effective in ensuring that information required to be disclosed by the company in the reports
that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and
communicated to them in a manner that allows for timely decisions regarding required disclosures and are
effective in ensuring that such information is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms.
Reference is made to page 69 of this report for "Management’s report on internal control over financial
reporting" and page 70 for the "Report of independent registered public accounting firm" on the company's
internal control over financial reporting as of December 31, 2020.
There has not been any change in the company’s internal control over financial reporting during the last fiscal
quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control
over financial reporting.
Item 9B. Other information
None.
33
Item 10. Directors, executive officers and corporate
governance
PART III
Sections of the company's management proxy circular are contained in the “Proxy information section”,
starting on page 113. The company's management proxy circular is prepared in accordance with Canadian
securities regulations.
The company currently has seven directors. The articles of the company require that the board have between
five and fifteen directors. Each director is elected to hold office until the close of the next annual meeting.
Each of the seven individuals listed in the section entitled "Nominees for director” on pages 114 to 117 of this
report have been nominated for election at the annual meeting of shareholders to be held May 4, 2021. All of
the nominees, with the exception of M.R. Crocker, are now directors and have been since the dates indicated.
D.C. Brownell is a current director and has chosen not to stand for re-election.
Reference is made to the section under "Nominees for director":
"Director nominee tables", on pages 114 to 117 of this report;
Reference is made to the sections under "Corporate governance disclosure":
“Skills and experience of our board members and nominees”, on page 121 of this report.
“Other public company directorships of our board members and nominees”, on page 125 of this
report.
The table entitled "Audit committee" under "Board and committee structure", on page 132 of this
report;
"Ethical business conduct", starting on page 144 of this report; and
"Largest shareholder", on page 148 of this report.
Reference is made to the sections under "Company executives and executive compensation":
"Named executive officers of the company" and "Other executive officers of the company", on pages
150 to 152 of this report.
Item 11. Executive compensation
Sections of the company's management proxy circular are contained in the “Proxy information section”,
starting on page 113. The company's management proxy circular is prepared in accordance with Canadian
securities regulations.
Reference is made to the sections under "Corporate governance disclosure":
"Director compensation", on pages 136 to 142 of this report; and
"Share ownership guidelines of independent directors and chairman, president and chief executive
officer", on page 143 of this report.
Reference is made to the following sections under "Company executives and executive compensation":
"Letter to shareholders from the executive resources committee on executive compensation", starting
on page 153 of this report; and
"Compensation discussion and analysis", on pages 156 to 180 of this report.
34
Item 12. Security ownership of certain beneficial owners and
management and related stockholder matters
Sections of the company's management proxy circular are contained in the “Proxy information section”,
starting on page 113. The company's management proxy circular is prepared in accordance with Canadian
securities regulations.
Reference is made to the section under "Company executives and executive compensation" entitled "Equity
compensation plan information", within the "Compensation discussion and analysis” section, on page 178 of
this report.
Reference is made to the section under "Corporate governance disclosure" entitled "Largest shareholder", on
page 148 of this report.
Reference is also made to the security ownership information for directors and executive officers of the
company under the preceding Items 10 and 11. The compensation of the directors and executive officers of
the company for the year-ended December 31, 2020 is described in the sections under "Nominees for
director" starting on page 114, “Director compensation” starting on page 136 and "Company executives and
executive compensation" starting on page 150. The following table shows the number of Imperial Oil Limited
and Exxon Mobil Corporation common shares owned and restricted stock units held by each named
executive officer, and the incumbent directors and executive officers as a group, as of February 16, 2021.
Imperial Oil Limited
Exxon Mobil Corporation
Named executive officer
B.W. Corson
D.E. Lyons
T.B. Redburn
S.P. Younger
B.A. Jolly
Incumbent directors and executive
officers as a group (17 people)
(a) No common shares are beneficially owned by reason of exercisable options. None of these individuals owns more than 0.01
117,742
509,925
126,660
Restricted
stock units (b)
156,400
61,200
101,500
16,200
63,150
Restricted
stock units (b)
116,100
19,550
-
25,800
-
Common
shares (a)
87,758
9,480
-
7,703
-
Common
shares (a)
-
-
3,571
-
29,491
252,200
percent of the outstanding shares of Imperial Oil Limited or Exxon Mobil Corporation. The directors and officers as a group own
approximately 0.02 percent of the outstanding shares of Imperial Oil Limited, and less than 0.01 percent of the outstanding
shares of Exxon Mobil Corporation. Information not being within the knowledge of the company has been provided by the
directors and the executive officers individually.
(b) Restricted stock units do not carry voting rights prior to the issuance of shares on settlement of the awards.
35
Item 13. Certain relationships and related transactions, and
director independence
Sections of the company's management proxy circular are contained in the “Proxy information section”,
starting on page 113. The company's management proxy circular is prepared in accordance with Canadian
securities regulations.
Reference is made to the section under "Corporate governance disclosure" entitled "Independence of our
board members and nominees", on page 122 of this report.
Reference is made to the section under "Corporate governance disclosure" entitled "Transactions with Exxon
Mobil Corporation", on page 148 of this report.
D.C. Brownell is deemed a non-independent member of the board of directors and the executive resources
committee, public policy and corporate responsibility committee, nominations and corporate governance
committee and community collaboration and engagement committee under the relevant standards. As an
employee of Exxon Mobil Corporation, D.C. Brownell is independent of the company's management and is
able to assist these committees by reflecting the perspective of the company's shareholders.
36
Item 14. Principal accountant fees and services
Auditor information
The audit committee of the board of directors recommends that PwC be reappointed as the auditor of the
company until the close of the next annual meeting. PwC has been the auditor of the company for more than
five years and are located in Calgary, Alberta. PwC is a participating audit firm with the Canadian Public
Accountability Board.
Auditor fees
The aggregate fees of PwC for professional services rendered for the audit of the company’s financial
statements and other services for the fiscal years ended December 31, 2020 and December 31, 2019 were
as follows:
thousands of Canadian dollars
Audit fees
Audit-related fees
Tax fees
All other fees
Total fees
2020
1,910
92
-
-
2,002
2019
1,782
94
-
-
1,876
Audit fees included the audit of the company’s annual financial statements, internal control over financial
reporting, and a review of the first three quarterly financial statements in 2020. Audit-related fees consisted of
other assurance services including the audit of the company’s retirement plan and royalty statement audits for
oil and gas producing entities. The company did not engage the auditor for any other services.
The audit committee formally and annually evaluates the performance of the external auditor, recommends
the external auditor to be appointed by the shareholders, recommends their remuneration and oversees their
work. The audit committee also approves the proposed current year audit program of the external auditor,
assesses the results of the program after the end of the program period and approves in advance any non-
audit services to be performed by the external auditor after considering the effect of such services on their
independence.
All of the services rendered by the auditor to the company were approved by the audit committee.
Auditor independence
The audit committee continually discusses with PwC their independence from the company and from
management. PwC have confirmed that they are independent with respect to the company within the
meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta, the
Public Company Accounting Oversight Board (United States) (PCAOB) and the rules of the U.S. Securities
and Exchange Commission. The company has concluded that the auditor’s independence has been
maintained.
37
Item 15. Exhibits, financial statement schedules
Reference is made to the table of contents in the “Financial section” on page 41 of this report.
PART IV
The following exhibits, numbered in accordance with Item 601 of Regulation S-K, are filed as part of this
report:
(3)
(i) Restated certificate and articles of incorporation of the company (Incorporated herein by
reference to Exhibit (3.1) to the company’s Form 8-K filed on May 3, 2006 (File No. 0-12014)).
(ii) By-laws of the company (Incorporated herein by reference to Exhibit (3)(ii) to the company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 0-12014)).
(4) (vi) Description of capital stock. (Incorporated herein by reference to Exhibit (4)(vi) of the company’s
Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 0-12014)).
(10) (ii)
(1) Syncrude Ownership and Management Agreement, dated February 4, 1975 (Incorporated
herein by reference to Exhibit 13(b) of the company’s Registration Statement on Form S-1,
as filed with the Securities and Exchange Commission on August 21, 1979 (File No. 2-
65290)).
(2) Letter Agreement, dated February 8, 1982, between the Government of Canada and Esso
Resources Canada Limited, amending Schedule “C” to the Syncrude Ownership and
Management Agreement filed as Exhibit (10)(ii)(2) (Incorporated herein by reference to
Exhibit (20) of the company’s Annual Report on Form 10-K for the year ended December
31, 1981 (File No. 2-9259)).
(3) Amendment to Syncrude Ownership and Management Agreement, dated March 10, 1982
(Incorporated herein by reference to Exhibit (10)(ii)(14) of the company’s Annual Report
on Form 10-K for the year ended December 31, 1989 (File No. 0-12014)).
(4) Alberta Cold Lake Transition Agreement, effective January 1, 2000, relating to the
royalties payable in respect of the Cold Lake production project and terminating the
Alberta Cold Lake Crown Agreement dated June 25, 1984. (Incorporated herein by
reference to Exhibit (10)(ii)(20) of the company’s Annual Report on Form 10-K for the year
ended December 31, 2001 (File No. 0-12014)).
(5) Amendment to Syncrude Ownership and Management Agreement effective January 1,
2001 (Incorporated herein by reference to Exhibit (10)(ii)(22) of the company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 0-12014)).
(6) Amendment to Syncrude Ownership and Management Agreement effective
September 16, 1994 (Incorporated herein by reference to Exhibit (10)(ii)(23) of the
company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No.
0-12014)).
(7) Syncrude Bitumen Royalty Option Agreement, dated November 18, 2008, setting out the
terms of the exercise by the Syncrude Joint Venture owners of the option contained in the
existing Crown Agreement to convert to a royalty payable on the value of bitumen,
effective January 1, 2009 (Incorporated herein by reference to Exhibit 1.01(10)(ii)(2) of the
company’s Form 8-K filed on November 19, 2008 (File No. 0-12014)).
(iii)(A)
(1) Form of Letter relating to Supplemental Retirement Income (Incorporated herein by
reference to Exhibit (10)(c)(3) of the company’s Annual Report on Form 10-K for the year
ended December 31, 1980 (File No. 2-9259)).
(2) Deferred Share Unit Plan for Nonemployee Directors. (Incorporated herein by reference
to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 0-12014)).
(3) Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in
2011 and subsequent years, as amended effective November 14, 2011 (Incorporated
herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company's Form 8-K filed on
February 23, 2012 (File No. 0-12014)).
(4) Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in
2016 and subsequent years, as amended effective October 26, 2016 (Incorporated
herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on
October 31, 2016 (File No. 0-12014)).
38
(5) Amended Short Term Incentive Program with respect to awards granted in 2016 and
subsequent years, as amended effective October 26, 2016 (Incorporated herein by
reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on October 31,
2016 (File No. 0-12014)).
(6) Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in
2020 and subsequent years, as amended effective November 24, 2020.
(21)
(31.1)
(31.2)
(32.1)
(32.2)
(101)
(104)
Imperial Oil Resources Limited is incorporated in Canada, and is a wholly-owned
subsidiary of the company. The names of all other subsidiaries of the company are
omitted because, considered in the aggregate as a single subsidiary, they would not
constitute a significant subsidiary as of December 31, 2020.
Certification by principal executive officer of Periodic Financial Report pursuant to
Rule 13a-14(a).
Certification by principal financial officer of Periodic Financial Report pursuant to
Rule 13a-14(a).
Certification by chief executive officer of Periodic Financial Report pursuant to
Rule 13a-14(b) and 18 U.S.C. Section 1350.
Certification by chief financial officer of Periodic Financial Report pursuant to
Rule 13a-14(b) and 18 U.S.C. Section 1350.
Interactive Data Files (formatted as Inline XBRL).
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit
101).
Copies of Exhibits may be acquired upon written request of any shareholder to the vice president, investor
relations, Imperial Oil Limited, 505 Quarry Park Boulevard S.E., Calgary, Alberta T2C 5N1, and payment of
processing and mailing costs.
Item 16. Form 10-K summary
Not applicable.
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf on February 24, 2021 by the undersigned, thereunto
duly authorized.
Imperial Oil Limited
by /s/ Bradley W. Corson
(Bradley W. Corson)
Chairman, president and chief executive officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on
February 24, 2021 by the following persons on behalf of the registrant and in the capacities indicated.
Signature
Title
/s/ Bradley W. Corson
(Bradley W. Corson)
/s/ Daniel E. Lyons
(Daniel E. Lyons)
/s/ David C. Brownell
(David C. Brownell)
/s/ David W. Cornhill
(David W. Cornhill)
/s/ Krystyna T. Hoeg
(Krystyna T. Hoeg)
/s/ Miranda C. Hubbs
(Miranda C. Hubbs)
/s/ Jack M. Mintz
(Jack M. Mintz)
/s/ David S. Sutherland
(David S. Sutherland)
Chairman, president and
chief executive officer and director
(Principal executive officer)
Senior vice-president,
finance and administration, and controller
(Principal financial officer and principal
accounting officer)
Director
Director
Director
Director
Director
Director
40
Financial section
Table of contents
Page
Financial information (U.S. GAAP) ..................................................................................................................................... 42
Frequently used terms ........................................................................................................................................................ 43
Management’s discussion and analysis of financial condition and results of operations .................................................... 45
Overview .................................................................................................................................................................. 45
Business environment and risk assessment ............................................................................................................ 46
Results of operations ............................................................................................................................................... 51
Liquidity and capital resources ................................................................................................................................. 57
Capital and exploration expenditures ....................................................................................................................... 60
Market risks and other uncertainties ........................................................................................................................ 61
Critical accounting estimates ................................................................................................................................... 63
Management’s report on internal control over financial reporting ....................................................................................... 69
Report of independent registered public accounting firm .................................................................................................... 70
Consolidated statement of income (U.S. GAAP) ................................................................................................................ 74
Consolidated statement of comprehensive income (U.S. GAAP) ....................................................................................... 75
Consolidated balance sheet (U.S. GAAP) .......................................................................................................................... 76
Consolidated statement of shareholders' equity (U.S. GAAP) ............................................................................................ 77
Consolidated statement of cash flows (U.S. GAAP) ........................................................................................................... 78
Notes to consolidated financial statements ........................................................................................................................ 79
1. Summary of significant accounting policies ......................................................................................................... 79
2. Accounting changes............................................................................................................................................. 85
3. Business segments .............................................................................................................................................. 86
4. Income taxes ....................................................................................................................................................... 88
5. Employee retirement benefits .............................................................................................................................. 89
6. Other long-term obligations .................................................................................................................................. 94
7. Financial and derivative instruments .................................................................................................................... 95
8. Share-based incentive compensation programs .................................................................................................. 97
9. Investment and other income ............................................................................................................................... 98
10. Litigation and other contingencies ..................................................................................................................... 98
11. Common shares................................................................................................................................................. 99
12. Miscellaneous financial information ................................................................................................................. 100
13. Financing and additional notes and loans payable information ........................................................................ 101
14. Leases ............................................................................................................................................................. 102
15. Long-term debt ................................................................................................................................................ 104
16. Accounting for suspended exploratory well costs ............................................................................................ 104
17. Transactions with related parties ..................................................................................................................... 105
18. Other comprehensive income (loss) information .............................................................................................. 106
Supplemental information on oil and gas exploration and production activities (unaudited) ............................................. 107
Quarterly financial data ..................................................................................................................................................... 112
41
Financial information (U.S. GAAP)
millions of Canadian dollars
Revenues
Net income (loss):
Upstream
Downstream
Chemical
Corporate and other
Net income (loss)
2020
22,284
2019
34,002
2018
34,964
2017
29,125
2016
25,049
(2,318)
553
78
(170)
(1,857)
1,348
961
108
(217)
2,200
(138)
2,366
275
(189)
2,314
(706)
1,040
235
(79)
490
(661)
2,754
187
(115)
2,165
Cash and cash equivalents at year-end
Total assets at year-end
771
38,031
1,718
42,187
988
41,456
1,195
41,601
391
41,654
Long-term debt at year-end
Total debt at year-end
Other long-term obligations at year-end
4,957
5,184
4,100
4,961
5,190
3,637
4,978
5,180
2,943
5,005
5,207
3,780
5,032
5,234
3,656
Shareholders’ equity at year-end
Cash flow from operating activities
21,418
798
24,276
4,429
24,489
3,922
24,435
2,763
25,021
2,015
Per share information (Canadian dollars)
Net income (loss) per common share - basic
Net income (loss) per common share - diluted
Dividends per common share - declared
(2.53)
(2.53)
0.88
2.88
2.88
0.85
2.87
2.86
0.73
0.58
0.58
0.63
2.55
2.55
0.59
42
Frequently used terms
Listed below are definitions of several of Imperial’s key business and financial performance measures. The
definitions are provided to facilitate understanding of the terms and how they are calculated.
Capital employed
Capital employed is a measure of net investment. When viewed from the perspective of how capital is used
by the business, it includes the company’s property, plant and equipment, and other assets, less liabilities,
excluding both short-term and long-term debt. When viewed from the perspective of the sources of capital
employed in total for the company, it includes total debt and equity. Both of these views include the
company’s share of amounts applicable to equity companies, which the company believes should be included
to provide a more comprehensive measurement of capital employed.
millions of Canadian dollars
Business uses: asset and liability perspective
Total assets
Less: Total current liabilities excluding notes and loans payable
Total long-term liabilities excluding long-term debt
Add: Imperial's share of equity company debt
Total capital employed
Total company sources: Debt and equity perspective
Notes and loans payable
Long-term debt
Shareholders' equity
Add: Imperial's share of equity company debt
Total capital employed
2020
2019
2018
38,031
(3,153)
(8,276)
26
26,628
227
4,957
21,418
26
26,628
42,187
(4,366)
(8,355)
24
29,490
229
4,961
24,276
24
29,490
41,456
(3,753)
(8,034)
23
29,692
202
4,978
24,489
23
29,692
Return on average capital employed (ROCE)
ROCE is a financial performance ratio. From the perspective of the business segments, ROCE is annual
business segment net income divided by average business segment capital employed (an average of the
beginning and end-of-year amounts). Segment net income includes Imperial’s share of segment net income
of equity companies, consistent with the definition used for capital employed, and excludes the cost of
financing. The company’s total ROCE is net income excluding the after-tax cost of financing divided by total
average capital employed. The company has consistently applied its ROCE definition for many years and
views it as the best measure of historical capital productivity in a capital-intensive, long-term industry.
Additional measures, which are more cash flow based, are used to make investment decisions.
millions of Canadian dollars
Net income (loss)
Financing (after-tax), including Imperial's share of equity companies
Net income (loss) excluding financing
Average capital employed
Return on average capital employed (percent) – corporate total
2020
(1,857)
52
(1,805)
28,059
(6.4)
2019
2,200
66
2,266
2018
2,314
77
2,391
29,591
7.7
29,677
8.1
43
Cash flows from operating activities and asset sales
Cash flows from operating activities and asset sales is the sum of the net cash provided by operating
activities and proceeds from asset sales reported in the Consolidated statement of cash flows. This cash flow
reflects the total sources of cash both from operating the company’s assets and from the divesting of assets.
The company employs a long-standing and regular disciplined review process to ensure that assets are
contributing to the company’s strategic objectives. Assets are divested when they no longer meet these
objectives or are worth considerably more to others. Because of the regular nature of this activity, the
company believes it is useful for investors to consider sales proceeds together with cash provided by
operating activities when evaluating cash available for investment in the business and financing activities,
including shareholder distributions.
millions of Canadian dollars
Cash flows from operating activities
Proceeds from asset sales
Total cash flows from operating activities and asset sales
2020
798
82
880
2019
4,429
82
4,511
2018
3,922
59
3,981
Operating costs
Operating costs are the costs during the period to produce, manufacture, and otherwise prepare the
company’s products for sale – including energy costs, staffing and maintenance costs. They exclude the cost
of raw materials, taxes and interest expense and are on a before-tax basis. While the company is responsible
for all revenue and expense elements of net income, operating costs represent the expenses most directly
under the company’s control and therefore, are useful in evaluating the company’s performance.
Reconciliation of operating costs
millions of Canadian dollars
From Imperial's Consolidated statement of income
Total expenses
Less:
Purchases of crude oil and products
Federal excise tax and fuel charge
Financing
Subtotal
Imperial's share of equity company expenses
Total operating costs
Components of operating costs
millions of Canadian dollars
From Imperial's Consolidated statement of income
Production and manufacturing
Selling and general
Depreciation and depletion (includes impairments)
Non-service pension and postretirement benefit
Exploration
Subtotal
Imperial's share of equity company expenses
Total operating costs
2020
2019
2018
24,796
32,055
32,026
13,293
1,736
64
15,093
64
9,767
20,946
1,808
93
22,847
76
9,284
21,541
1,667
108
23,316
74
8,784
2020
2019
2018
5,535
741
3,293
121
13
9,703
64
9,767
6,520
900
1,598
143
47
9,208
76
9,284
6,121
908
1,555
107
19
8,710
74
8,784
44
Management’s discussion and analysis of financial condition and
results of operations
Overview
The following discussion and analysis of Imperial’s financial results, as well as the accompanying financial
statements and related notes to consolidated financial statements to which they refer, are the responsibility of
the management of Imperial Oil Limited.
The company’s accounting and financial reporting fairly reflect its business model involving exploration for,
and production of, crude oil and natural gas and manufacture, trade, transport and sale of crude oil, natural
gas, petroleum products, petrochemicals and a variety of specialty products.
Imperial, with its resource base, financial strength, disciplined investment approach and technology portfolio,
is well-positioned to participate in substantial investments to develop new Canadian energy supplies. The
company’s integrated business model, with significant investments in Upstream, Downstream and Chemical
segments, generally reduces the company’s risk from changes in commodity prices. While commodity prices
depend on supply and demand and may be volatile on a short-term basis, Imperial’s investment decisions are
grounded on fundamentals reflected in its long-term business outlook, and use a disciplined approach in
selecting and pursuing the most attractive investment opportunities. The corporate plan is a fundamental
annual management process that is the basis for setting operating and capital objectives, in addition to
providing the economic assumptions used for investment evaluation purposes. Volume projections are based
on individual field production profiles, which are also updated annually. Price ranges for crude oil, natural gas,
refined products and chemical products are based on corporate plan assumptions developed annually and
are utilized for investment evaluation purposes. Major investment opportunities are evaluated over a range of
potential market conditions. Once major investments are made, a reappraisal process is completed to ensure
relevant lessons are learned and improvements are incorporated into future projects.
The term “project” as used in this report can refer to a variety of different activities and does not necessarily
have the same meaning as in any government payment transparency reports.
45
Business environment and risk assessment
Long-term business outlook
Given the uncertainty around the near-term impacts of COVID-19 on economic growth, energy demand and
energy supply, and lack of precedent, the company is considering a range of recovery pathways to guide
near-term plans. These pathways expect that energy demand will grow beyond 2019 levels as early as 2022
reflecting the phase out of COVID-19 impacts and re-establishment of long-term supply / demand
fundamentals. The “Long-term business outlook” is based on Exxon Mobil Corporation’s Outlook for Energy,
which combined with the near-term pathways is used to help inform the company’s long-term business
strategies and investment plans.
By 2040, the world’s population is projected at around 9.1 billion people, or about 1.6 billion more than in
2018. Coincident with this population increase, the company expects worldwide economic growth to average
close to 2.5 percent per year, with economic output growing by around 75 percent by 2040. As economies
and populations grow, and as living standards improve for billions of people, the need for energy is expected
to continue to rise. Even with significant efficiency gains, global energy demand is projected to rise by more
than 10 percent from 2018 to 2040. This increase in energy demand is expected to be driven by developing
countries (i.e., those that are not member nations of the Organization for Economic Co-operation and
Development (OECD)). Canada is expected to see flat to modest local energy demand growth through to
2040 and will continue to be a large supplier of energy exports to help meet rising global energy needs.
As expanding prosperity helps drive global energy demand higher, increasing use of energy efficient
technologies and practices, as well as lower-emission products will continue to help significantly reduce
energy consumption and emissions per unit of economic output over time. Substantial efficiency gains are
likely in all key aspects of the world’s economy through 2040, affecting energy requirements for power
generation, transportation, industrial applications, and residential and commercial needs.
Global electricity demand is expected to increase approximately 50 percent from 2018 to 2040, with
developing countries likely to account for about 85 percent of the increase. Consistent with this projection,
power generation is expected to remain the largest and fastest growing major segment of global primary
energy demand, supported by a wide variety of energy sources. The share of coal fired generation is likely to
decline substantially and approach 20 percent of the world’s electricity in 2040, versus nearly 40 percent in
2018, in part as a result of policies to improve air quality as well as reduce greenhouse gas emissions to
address the risks related to climate change. From 2018 to 2040, the amount of electricity supplied using
natural gas, nuclear power, and renewables is likely to nearly double, accounting for the entire growth in
electricity supplies and offsetting the reduction of coal. Electricity from wind and solar is likely to increase
about 400 percent, helping total renewables (including other sources, i.e., hydropower) to account for about
80 percent of the increase in electricity supplies worldwide through 2040. Total renewables will likely reach
about 50 percent of global electricity supplies by 2040. Natural gas and nuclear are also expected to increase
shares over the period to 2040, reaching more than 25 percent and about 10 percent of global electricity
supplies respectively by 2040. Supplies of electricity by energy type will reflect significant differences across
regions reflecting a wide range of factors including the cost and availability of various energy supplies and
policy developments.
Energy for transportation – including cars, trucks, ships, trains and airplanes – is expected to increase by
about 20 percent from 2018 to 2040. Transportation energy demand is likely to account for over 60 percent of
the growth in liquid fuels demand worldwide over this period. Light-duty vehicle demand for liquid fuels is
projected to peak prior to 2025 and then decline to levels seen in the early-2010s by 2040 as the impact of
better fuel economy and significant growth in electric cars, led by China, Europe, and the United States, work
to offset growth in the worldwide car fleet of about 60 percent. By 2040, light-duty vehicles are expected to
account for about 20 percent of global liquid fuels demand. During the same time period, nearly all the world’s
commercial transportation fleets are likely to continue to run on liquid fuels, which are widely available and
offer practical advantages in providing a large quantity of energy in small volumes.
46
Liquid fuels provide the largest share of global energy supplies today reflecting broad-based availability,
affordability, ease of transportation, and fitness as a practical solution to meet a wide variety of needs. By
2040, global demand for liquid fuels is projected to grow to approximately 110 million oil-equivalent barrels
per day, an increase of about 9 percent from 2018. The non-OECD share of global liquid fuels demand is
expected to increase to about 65 percent by 2040, as liquid fuels demand in the OECD is likely to decline by
close to 15 percent. Much of the global liquid fuels demand today is met by crude production from traditional
conventional sources; these supplies will remain important, and significant development activity is expected to
offset much of the natural declines from these fields. At the same time, a variety of emerging supply sources
– including tight oil, deepwater, oil sands, natural gas liquids and biofuels – are expected to grow to help meet
rising demand. The world’s resource base is sufficient to meet projected demand through 2040 as technology
advances continue to expand the availability of economic and lower carbon supply options. However, timely
investments will remain critical to meeting global needs with reliable and affordable supplies.
Natural gas is a lower-emission, versatile and practical fuel for a wide variety of applications, and it is
expected to grow the most of any primary energy type from 2018 to 2040, meeting about 50 percent of global
energy demand growth. Global natural gas demand is expected to rise about 25 percent from 2018 to 2040,
with about half of that increase coming from the Asia Pacific region. Significant growth in supplies of
unconventional gas – the natural gas found in shale and other tight rock formations – will help meet these
needs. In total, about 55 percent of the growth in natural gas supplies is expected to be from unconventional
sources. At the same time, conventionally-produced natural gas is likely to remain the cornerstone of global
supply, meeting more than two-thirds of worldwide demand in 2040. Liquefied natural gas (LNG) trade will
expand significantly, meeting about 40 percent of the increase in global demand growth, with much of this
supply expected to help meet rising demand in Asia Pacific.
The world’s energy mix is highly diverse and will remain so through 2040. Oil is expected to remain the
largest source of energy with its share remaining close to 30 percent in 2040. Coal is currently the second
largest source of energy, but it is likely to lose that position to natural gas in the next few years. The share of
natural gas is expected to reach more than 25 percent by 2040, while the share of coal falls to about two
thirds of the natural gas share. Nuclear power is projected to grow significantly, as many nations are likely to
expand nuclear capacity to address rising electricity needs as well as energy security and environmental
issues. Total renewable energy is likely to exceed 15 percent of global energy by 2040, with biomass, hydro
and geothermal contributing a combined share of more than 10 percent. Total energy supplied from wind,
solar and biofuels is expected to increase rapidly, growing over 350 percent from 2018 to 2040, when they
will likely be just over 6 percent of the world energy mix.
The company anticipates that the world’s available oil and gas resource base will grow not only from new
discoveries, but also from increases in previously discovered fields. Technology will underpin these
increases. The investments to develop and supply resources to meet global demand through 2040 will be
significant – even if demand remains flat. This reflects a fundamental aspect of the oil and natural gas
business as the International Energy Agency (IEA) describes in its World Energy Outlook 2020. According to
the IEA’s Stated Energy Policies Scenario, the investment required to meet oil and natural gas supply
requirements worldwide over the period 2019 to 2040 will be about US$17 trillion (measured in 2019 dollars).
In the IEA’s Sustainable Development Scenario, which is in line with the objectives of the Paris Agreement on
climate change, the investment need would still accumulate to US$12 trillion.
47
International accords and underlying regional and national regulations covering greenhouse gas emissions
continue to evolve with uncertain timing and outcome, making it difficult to predict their business impact.
Imperial’s estimates of potential costs related to greenhouse gas emissions align with applicable provincial
and federal regulations. Additionally, Imperial uses ExxonMobil’s Outlook for Energy as a foundation for
estimating energy supply and demand requirements from various energy sources and uses, and the Outlook
for Energy takes into account policies established to reduce energy related greenhouse gas emissions. The
climate accord reached at the Conference of the Parties (COP 21) in Paris set many new goals, and many
related policies are still emerging. The Outlook for Energy reflects an environment with increasingly stringent
climate policies and is consistent with the aggregation of Nationally Determined Contributions (NDCs), which
were submitted by signatories to the United Nations Framework Convention on Climate Change (UNFCCC)
2015 Paris Agreement. The Outlook for Energy seeks to identify potential impacts of climate related policies,
which often target specific sectors. It estimates potential impacts of these policies on consumer energy
demand by using various assumptions and tools – including, depending on the sector, application of a proxy
cost of carbon or assessment of targeted policies (i.e., automotive fuel economy standards). As people and
nations look for ways to reduce risks of global climate change, they will continue to need practical solutions
that do not jeopardize the affordability or reliability of the energy they need. The company continues to
monitor the updates to the NDCs that nations are expected to provide in preparation for COP 26 in Glasgow
in November 2021 as well as other policy developments in light of net zero ambitions recently formulated by
some nations, including Canada.
Practical solutions to the world’s energy and climate challenges will benefit from market competition in
addition to well-informed, well-designed and transparent policy approaches that carefully weigh costs and
benefits. Such policies are likely to help manage the risks of climate change while also enabling societies to
pursue other high priority goals around the world – including clean air and water, access to reliable and
affordable energy, and economic progress for all people. The company encourages sound policy solutions
that reduce climate-related risks across the economy at the lowest societal cost. All practical and
economically viable energy sources will need to be pursued to continue meeting global energy demand,
recognizing the scale and variety of worldwide energy needs, as well as the importance of expanding access
to modern energy to promote better standards of living for billions of people.
The information provided in the “Long-term business outlook” includes internal estimates and projections
based upon ExxonMobil’s internal data and analyses, as well as publicly available information from external
sources including the International Energy Agency.
48
Upstream
Imperial produces crude oil and natural gas for sale predominantly into North American markets. Imperial’s
Upstream business strategies guide the company’s exploration, development, production, research and gas
marketing activities. These strategies include maximizing asset reliability, accelerating development and
application of high impact technologies, maximizing value by capturing new business opportunities and
managing the existing portfolio, as well as pursuing sustainable improvements in organizational efficiency and
effectiveness. These strategies are underpinned by a relentless focus on operations integrity, commitment to
innovative technologies, disciplined approach to investing and cost management, development of employees
and investment in the communities within which the company operates.
Imperial has a significant oil and gas resource base and a large inventory of potential projects. The company
continues to evaluate opportunities to support long-term growth. As future development projects bring new
production online, Imperial expects growth from oil sands in-situ and mining, as well as unconventional
resources, with the largest growth potential related to in-situ. Actual volumes will vary from year to year due to
the factors described in Item 1A. “Risk factors”.
The upstream industry environment has a history of significant price volatility. Market demand and prices
experienced a sharp decline in the first half of 2020 largely driven by the COVID-19 pandemic. Following this
decline, prices improved in the second half of the year as supply and demand began to rebalance. Prices for
most of the company’s crude oil sold are referenced to Western Canada Select (WCS) and West Texas
Intermediate (WTI) oil markets. In January 2019, the Government of Alberta’s temporary mandatory
production curtailment regulations came into effect. Although the mandatory production curtailment
decreased throughout 2019 and 2020, and was eliminated in December 2020, the regulatory authority to
impose curtailment remains in place and there is the potential for curtailment to be re-imposed and increased.
The duration of these regulations is uncertain. Imperial continually monitors the effects of these regulations
and evaluates opportunities, including crude shipments by rail and the pace of the development of its Aspen
in-situ oil sands project, as economically justified.
Imperial believes prices over the long term will be driven by market supply and demand, with the demand side
largely being a function of general economic activities, levels of prosperity, technology advances, consumer
preference and government policies. On the supply side, prices may be significantly impacted by political
events, logistics constraints, the actions of OPEC, governments and other factors. To manage the risks
associated with price, Imperial evaluates annual plans and all major investments across a range of price
scenarios.
In 2020, Imperial re-assessed the long-term development plans of its unconventional portfolio in Alberta and
no longer plans to further develop a significant portion of this portfolio. The decision resulted in a non-cash,
after-tax impairment charge of $1,171 million in 2020, thereby reducing the carrying value of those assets to
fair value. The company retains its interest in these resources. These non-core assets are non-producing,
undeveloped assets and the company does not expect any material future cash expenditures related to this
impairment. This decision is consistent with Imperial's strategy of focusing its upstream resources and efforts
on its key oil sands assets as well as on only the most attractive portions of its unconventional portfolio.
Imperial continues to produce from its developed acreage.
Kearl’s supplemental crushing facilities started operations in late 2019, with ramp-up of all units through early
2020. These facilities have further improved reliability, reduced planned downtime, lowered unit costs and
enabled the asset to achieve higher volumes. As disclosed in the company’s 2019 Form 10-K, the original
production target in 2020 for Kearl was 240,000 barrels per day (about 170,000 barrels Imperial’s share). As
a result of market conditions, the company adjusted planned maintenance and turnaround activity, and
revised its full-year guidance for Kearl total gross production to 220,000 barrels per day (about 156,000
barrels Imperial’s share). In 2020, Kearl achieved record annual total gross production of 222,000 barrels per
day (158,000 barrels Imperial’s share). Imperial continues to progress initiatives to enable the asset to
achieve 255,000 barrels per day of total gross production in 2021 (about 181,000 barrels Imperial’s share). In
2020, gross bitumen production at Cold Lake was impacted by ongoing steam management. The company
plans to focus on base performance in the near-term and expects gross bitumen production at Cold Lake to
average approximately 130,000 barrels per day in 2021.
As described in more detail in Item 1A. “Risk factors”, environmental risks and climate related regulations,
and COVID-19 could have negative impacts on the upstream business.
49
Downstream
Imperial’s Downstream serves predominantly Canadian markets with refining, logistics and marketing assets.
Imperial’s Downstream business strategies competitively position the company across a range of market
conditions. These strategies include targeting industry leading performance in reliability, safety and
operations integrity, as well as maximizing value from advanced technologies, capitalizing on integration
across Imperial’s businesses, selectively investing for resilient and advantaged returns, operating efficiently
and effectively, and providing quality, valued and differentiated products and services to customers.
Imperial owns and operates three refineries in Canada, with aggregate distillation capacity of 428,000 barrels
per day. Refining margins are largely driven by differences in commodity prices and are a function of the
difference between what a refinery pays for its raw materials (primarily crude oil) and the market prices for the
range of products produced (primarily gasoline, heating oil, diesel oil, jet fuel, fuel oil and asphalt). Crude oil
and many products are widely traded with published prices, including those quoted on the New York
Mercantile Exchange. Prices for these commodities are determined by the global and regional marketplaces
and are influenced by many factors, including global and regional supply / demand balances, inventory levels,
industry refinery operations, import / export balances, currency fluctuations, seasonal demand, weather and
political climate. Imperial’s integration across the value chain, from refining to marketing, enhances overall
value across the fuels business.
In 2020, demand for petroleum products was significantly impacted by the COVID-19 pandemic, starting in
the first half of the year. While there was some demand improvement in the second half of 2020, demand
remained below 2019 levels. This unprecedented demand impact also adversely affected Imperial’s margins.
As described in more detail in Item 1A. “Risk factors”, proposed carbon policy and other climate related
regulations, as well as continued biofuels mandates, could have negative impacts on the downstream
business.
Imperial supplies petroleum products to the motoring public through Esso and Mobil-branded sites and
independent marketers. At the end of 2020, there were about 2,400 sites operating under a branded
wholesaler model whereby Imperial supplies fuel to independent third parties who own and operate sites in
alignment with Esso and Mobil brand standards.
Chemical
North America continued to benefit from abundant supplies of natural gas and gas liquids, providing both low
cost energy and feedstock for steam crackers. In 2020, margins were adversely impacted by continued
industry capacity additions and effects related to COVID-19. Imperial maintains a competitive advantage
through continued operational excellence, consistent product quality, investment and cost discipline, and
integration of its chemical plant in Sarnia with the refinery. The company also benefits from its relationship
with ExxonMobil’s North American chemical businesses, enabling Imperial to maintain a leadership position in
its key market segments.
50
Results of operations
In 2020, the balance of supply and demand for petroleum and petrochemical products experienced two
significant disruptive effects. On the demand side, the COVID-19 pandemic spread rapidly across Canada
and the world resulting in substantial reductions in consumer and business activity and significantly reduced
local and global demand for crude oil, natural gas, and petroleum products. This reduction in demand
coincided with announcements of increased production in certain key oil-producing countries which led to
increases in inventory levels and sharp declines in prices for crude oil, natural gas, and petroleum products.
Market conditions continued to reflect considerable uncertainty throughout 2020 as consumer and business
activity has exhibited some degree of recovery, but remained lower when compared to prior periods as a
result of the pandemic. Despite actions taken by key oil-producing countries to reduce oversupply, and
improved credit market conditions providing sufficient liquidity to credit-worthy companies, the unfavourable
economic impacts appear increasingly likely to persist to some extent well into 2021.
In late March, the company announced significant reductions in 2020 capital and operating expense spending
plans. Capital and exploration expenditures for 2020 were $874 million, in line with the company’s most
recent guidance of $900 million, and less than half of 2019 expenditures. Capital expenditures in 2021 are
expected to be approximately $1.2 billion. In addition, full-year production and manufacturing expenses were
$985 million lower than the prior year. This decrease enabled the company to surpass its $500 million
expense reduction commitment made in 2020 by nearly double.
The effect of COVID-19 and the current business environment on supply and demand patterns negatively
impacted Imperial’s financial and operating results in 2020. Industry conditions seen in 2020 have led to lower
realized prices for the company’s products and have resulted in substantially lower earnings and operating
cash flow throughout 2020 in comparison to 2019. In response to these conditions, the company operated
certain assets at reduced rates and adjusted planned maintenance and turnaround activities throughout the
second and third quarters in an effort to reduce on-site staffing levels and to better balance production with
demand. Refinery utilization rates and petroleum product sales were reduced through the second quarter of
2020, but saw some improvement in product demands in the second half of the year. The length and severity
of COVID-19 impacts to demand and the current business environment are highly uncertain, with the future
supply and demand patterns inherently difficult to predict.
In the second quarter of 2020, Canadian federal and provincial governments introduced plans and programs
to support business and economic activities in response to the disruptive impacts from the COVID-19
pandemic. The Government of Canada implemented the Canada Emergency Wage Subsidy (CEWS) as part
of its COVID-19 Economic Response Plan, and has extended the CEWS until June 2021. The company
received wage subsidies under this program and, if eligible, intends to continue to apply for these wage
subsidies. Additionally, in the fourth quarter, the Alberta government enacted an accelerated reduction in the
corporate income tax rate to eight percent beginning July 1, 2020, compared with a previously legislated
reduction to eight percent beginning January 1, 2022. The corporate income tax rate change did not have a
significant impact on the company’s financial statements.
The company has taken steps, in line with federal and provincial guidelines and restrictions, to limit the
spread of COVID-19 among employees, contractors and the broader community, while also maintaining
operations to ensure reliable supply of products to customers as a provider of essential services. The
company maintains robust business continuity plans, which have been activated to minimize the impact of
COVID-19 on workforce productivity.
51
Consolidated
millions of Canadian dollars
Net income (loss)
2020
(1,857)
2019
2,200
2018
2,314
2020
Net loss in 2020 was $1,857 million, or $2.53 per share on a diluted basis, compared to net income of $2,200
million or $2.88 per share in 2019. Current year results reflect a non-cash impairment charge of $1,171 million
after-tax, related to the company's decision to no longer develop a significant portion of its unconventional
portfolio, and a favourable impact of about $115 million after-tax, associated with the Canada Emergency
Wage Subsidy (CEWS), which includes Imperial's proportionate share of a joint venture. Full-year 2019
results included a favourable impact of $662 million associated with the Alberta corporate income tax rate
decrease.
2019
Net income in 2019 was $2,200 million, or $2.88 per share on a diluted basis, compared to net income of
$2,314 million or $2.86 per share in 2018. 2019 results include a favourable impact, largely non-cash, of $662
million associated with the Alberta corporate income tax rate decrease. On June 28, 2019, the Alberta
government enacted a 4 percent decrease in the provincial tax rate, from 12 percent to 8 percent by 2022.
Upstream
millions of Canadian dollars
Net income (loss)
2020
(2,318)
2019
1,348
2018
(138)
2020
Upstream recorded a net loss of $2,318 million for the year, compared to net income of $1,348 million in
2019. Results were negatively impacted by lower realizations of about $2,620 million, a non-cash impairment
charge of $1,171 million, related to the company's decision to no longer develop a significant portion of its
unconventional portfolio, absence of a favourable impact of $689 million associated with the Alberta corporate
income tax rate decrease in 2019, and lower volumes of about $130 million. These items were partially offset
by lower royalties of about $540 million, lower operating expenses of about $250 million, favourable foreign
exchange impacts of about $100 million, and about $70 million associated with the CEWS received by the
company which includes Imperial's proportionate share of a joint venture.
2019
Upstream net income was $1,348 million for the year, reflecting the favourable impact associated with the
decreased Alberta corporate income tax rate of $689 million. Excluding this impact, 2019 net income was
$659 million, up $797 million compared to a net loss of $138 million in 2018. Improved results reflect higher
crude oil realizations of about $1,000 million, as well as higher volumes of about $350 million primarily at
Syncrude and Norman Wells. Results were negatively impacted by higher royalties of about $230 million,
higher operating expenses of about $190 million and lower Cold Lake volumes of about $120 million.
52
Average realizations
Canadian dollars
Bitumen (per barrel)
Synthetic oil (per barrel)
Conventional crude oil (per barrel)
Natural gas liquids (per barrel)
Natural gas (per thousand cubic feet)
2020
25.69
49.76
29.34
13.85
1.90
2019
50.02
74.47
51.81
22.83
2.05
2018
37.56
70.66
41.84
38.66
2.43
2020
WTI averaged US$39.26 per barrel in 2020, down from US$57.03 per barrel in 2019. WCS averaged
US$26.87 per barrel and US$44.29 per barrel for the same periods. The WTI / WCS differential narrowed to
approximately US$12 per barrel in 2020, from around US$13 per barrel in 2019. The Canadian dollar
averaged US$0.75 in 2020, essentially unchanged from 2019.
Imperial's average Canadian dollar realizations for bitumen decreased in 2020 primarily due to a decrease in
WCS. Bitumen realizations averaged $25.69 per barrel, compared to $50.02 per barrel in 2019. The
company's average Canadian dollar realizations for synthetic crude decreased generally in line with WTI,
adjusted for changes in exchange rates and transportation costs. Synthetic crude realizations averaged
$49.76 per barrel, compared to $74.47 per barrel in 2019.
2019
WTI averaged US$57.03 per barrel in 2019, down from US$65.03 per barrel in 2018. WCS averaged
US$44.29 per barrel and US$38.71 per barrel for the same periods. The WTI / WCS differential narrowed to
average approximately US$13 per barrel in 2019, from around US$26 per barrel in 2018. The Canadian dollar
averaged US$0.75 in 2019, a decrease of US$0.02 from 2018.
Imperial's average Canadian dollar realizations for bitumen increased in 2019, supported primarily by an
increase in WCS and lower diluent costs. Bitumen realizations averaged $50.02 per barrel, up from $37.56
per barrel in 2018. The company's average Canadian dollar realizations for synthetic crude increased relative
to WTI, primarily due to the narrowing of the western Canadian light crude differential. Synthetic crude
realizations averaged $74.47 per barrel, up from $70.66 per barrel in 2018.
53
Crude oil and natural gas liquids (NGL) - production and sales (a)
thousands of barrels per day
2020
2019
2018
Bitumen
Synthetic oil (b)
Conventional crude oil
Total crude oil production
NGLs available for sale
Total crude oil and NGL production
Bitumen sales, including diluent (c)
NGL sales
gross
290
69
11
370
2
372
401
2
net
279
68
10
357
2
359
gross
285
73
14
372
2
374
387
6
net
254
65
13
332
1
333
gross
293
62
5
360
1
361
406
6
net
255
60
5
320
2
322
Natural gas - production and production available for sale (a)
millions of cubic feet per day
2020
2019
2018
Production (d) (e)
Production available for sale (f)
(a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. Gross
production is the company's share of production (excluding purchases) before deduction of the mineral owners’ or governments’
share or both. Net production excludes those shares.
net
150
115
gross
145
net
144
108
gross
129
net
126
94
gross
154
(b) The company's synthetic oil production volumes were from the company's share of production volumes in the Syncrude joint
venture.
(c) Diluent is natural gas condensate or other light hydrocarbons added to crude bitumen to facilitate transportation to market by
pipeline and rail.
(d) Gross production of natural gas includes amounts used for internal consumption with the exception of the amounts re-injected.
(e) Net production is gross production less the mineral owners’ or governments’ share or both. Net production reported in the above
table is consistent with production quantities in the net proved reserves disclosure.
Includes sales of the company’s share of net production and excludes amounts used for internal consumption.
(f)
2020
Total gross production of Kearl bitumen averaged 222,000 barrels per day in 2020 (158,000 barrels Imperial's
share), the highest annual production in the asset's history, up from 205,000 barrels per day (145,000 barrels
Imperial's share) in 2019. Improved production was mainly due to the addition of supplemental crushing
facilities in 2020, partially offset by the balancing of near term production with demand through the
advancement and extension of planned turnaround activities.
Gross production of Cold Lake bitumen averaged 132,000 barrels per day in 2020, compared to 140,000
barrels per day in 2019.
During 2020, the company's share of gross production from Syncrude averaged 69,000 barrels per day,
compared to 73,000 barrels per day in 2019.
2019
Total gross production of Kearl bitumen averaged 205,000 barrels per day in 2019 (145,000 barrels Imperial's
share), compared to 206,000 barrels per day (146,000 barrels Imperial's share) in 2018.
Gross production of Cold Lake bitumen averaged 140,000 barrels per day in 2019, compared to 147,000
barrels per day in 2018.
During 2019, the company's share of gross production from Syncrude averaged 73,000 barrels per day, up
from 62,000 barrels per day in 2018. Higher production was mainly due to the absence of production impacts
from the 2018 power disruption.
54
Downstream
millions of Canadian dollars
Net income (loss)
2020
553
2019
961
2018
2,366
2020
Downstream net income was $553 million, compared to $961 million in 2019. Results were negatively
impacted by lower margins of about $710 million, and lower sales volumes of about $290 million. These items
were offset by lower operating expenses of about $190 million, lower turnaround impacts of about $190
million primarily related to reduced turnaround activity in the current year and improved reliability of about
$180 million, primarily due to the absence of the Sarnia fractionation tower incident which occurred in April
2019.
2019
Downstream net income was $961 million, compared to $2,366 million in 2018. Earnings were negatively
impacted by lower margins of about $1,130 million, reliability events of about $150 million, including the
fractionation tower incident at Sarnia, higher net planned turnaround impacts of about $140 million, and lower
sales volumes of about $130 million. These factors were partially offset by favourable foreign exchange
impacts of about $90 million.
Refinery utilization
thousands of barrels per day (a)
Total refinery throughput (b)
Refinery capacity at December 31
Utilization of total refinery capacity (percent)
Sales
2020
340
428
80
2019
353
423
83
thousands of barrels per day (a)
Gasolines
Heating, diesel and jet fuels
Heavy fuel oils
Lube oils and other products
Net petroleum product sales
(a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.
(b) Crude oil and feedstocks sent directly to atmospheric distillation units.
2019
249
167
21
38
475
2020
215
146
20
40
421
2018
392
423
93
2018
255
183
26
40
504
2020
Refinery throughput averaged 340,000 barrels per day in 2020, compared to 353,000 barrels per day in 2019.
Capacity utilization was 80 percent, compared to 83 percent in 2019. Lower throughput was driven by
reduced demand due to the COVID-19 pandemic, partially offset by lower refinery turnaround activity and
reliability events, including impacts from the Sarnia fractionation tower incident which occurred in April 2019.
Petroleum product sales were 421,000 barrels per day in 2020, compared to 475,000 barrels per day in 2019.
Lower petroleum product sales were primarily driven by reduced demand due to the COVID-19 pandemic.
2019
Refinery throughput averaged 353,000 barrels per day in 2019, compared to 392,000 barrels per day in 2018.
Capacity utilization was 83 percent, compared to 93 percent in 2018. Reduced throughput was mainly due to
higher planned turnaround activities and impacts from the Sarnia fractionation tower incident. Petroleum
product sales were 475,000 barrels per day in 2019, compared to 504,000 barrels per day in 2018. Lower
petroleum product sales were mainly due to lower refinery throughput.
55
Chemical
millions of Canadian dollars
Net income (loss)
Sales
thousands of tonnes
Polymers and basic chemicals
Intermediate and others
Total petrochemical sales
2020
78
2020
574
175
749
2019
108
2018
275
2019
575
157
732
2018
602
205
807
2020
Chemical net income was $78 million in 2020, compared to $108 million in 2019, primarily reflecting lower
margins.
2019
Chemical net income was $108 million in 2019, compared to $275 million in 2018, primarily due to lower
margins.
Corporate and other
millions of Canadian dollars
Net income (loss)
2020
(170)
2019
(217)
2018
(189)
2020
Corporate and other expenses were $170 million in 2020, compared to $217 million in 2019.
2019
Corporate and other expenses were $217 million in 2019, compared to $189 million in 2018.
56
Liquidity and capital resources
Sources and uses of cash
millions of Canadian dollars
Cash provided by (used in)
Operating activities
Investing activities
Financing activities
Increase (decrease) in cash and cash equivalents
2020
2019
2018
798
(802)
(943)
(947)
4,429
(1,704)
(1,995)
730
3,922
(1,559)
(2,570)
(207)
Cash and cash equivalents at end of year
771
1,718
988
The company issues long-term debt from time to time and maintains a commercial paper program. However,
internally generated funds cover the majority of its financial requirements. Cash that may be temporarily
surplus to the company’s immediate needs is carefully managed through counterparty quality and investment
guidelines to ensure that it is secure and readily available to meet the company’s cash requirements and to
optimize returns.
Cash flows from operating activities are highly dependent on crude oil and natural gas prices, as well as
petroleum and chemical product margins. In addition, to provide for cash flow in future periods, the company
needs to continually find and develop new resources, and continue to develop and apply new technologies to
existing fields in order to maintain or increase production.
The company’s financial strength enables it to make large, long-term capital expenditures. Imperial’s portfolio
of development opportunities and the complementary nature of its business segments help mitigate the
overall risks for the company and its cash flows. Further, due to its financial strength, debt capacity and
portfolio of opportunities, the risk associated with delay of any single project would not have a significant
impact on the company’s liquidity or ability to generate sufficient cash flows for its operations and fixed
commitments.
Funding of registered retirement plans complies with federal and provincial pension regulations, and the
company makes contributions to the plans based on an independent actuarial valuation completed at least
once every three years depending on funding status. The most recent valuation of the company’s registered
retirement plans was completed as at December 31, 2019. The company contributed $195 million to the
registered retirement plans in 2020. Future funding requirements are not expected to affect the company’s
existing capital investment plans or its ability to pursue new investment opportunities.
Cash flow from operating activities
2020
Cash flow generated from operating activities was $798 million in 2020, compared to $4,429 million in 2019,
primarily reflecting lower realizations in the Upstream and unfavourable working capital impacts.
2019
Cash flow generated from operating activities was $4,429 million in 2019, up from $3,922 million in 2018,
primarily reflecting favourable working capital effects, partially offset by lower earnings excluding the impact
associated with the Alberta corporate income tax rate decrease.
Cash flow from investing activities
2020
Investing activities used net cash of $802 million in 2020, compared to $1,704 million used in 2019, primarily
reflecting lower additions to property, plant and equipment.
2019
Investing activities used net cash of $1,704 million in 2019, compared with $1,559 million used in 2018,
primarily reflecting higher additions to property, plant and equipment.
57
Cash flow from financing activities
2020
Cash used in financing activities was $943 million in 2020, compared to $1,995 million used in 2019.
At the end of 2020, total debt outstanding was $5,184 million, compared with $5,190 million at the end of
2019.
In response to market conditions, during the second quarter of 2020, the company entered into a $500 million
committed short-term line of credit to May 2021, and a $300 million committed short-term line of credit to June
2021. These facilities were in addition to existing credit facilities of $500 million. The company has not drawn
on these facilities.
In November 2020, the company extended the maturity date of one of its existing $250 million committed
short-term line of credit to November 2021. The company has not drawn on the facility.
The maturity date of the other existing $250 million credit facility remains unchanged at November 2021. The
company has not drawn on the facility.
During 2020, the company, under its share purchase program, purchased about 9.8 million shares for $274
million. In response to market conditions, substantial purchases under the share purchase program were
suspended on April 1, 2020.
Dividends paid in 2020 were $649 million. The per share dividend paid in 2020 was $0.88, up from $0.82 in
2019.
2019
Cash used in financing activities was $1,995 million in 2019, compared with $2,570 million used in 2018.
At the end of 2019, total debt outstanding was $5,190 million, compared with $5,180 million at the end of
2018.
In September 2019, the company extended the maturity date of its existing long-term, variable-rate, Canadian
dollar loan from ExxonMobil to June 30, 2025. All other terms and conditions remained unchanged.
In November 2019, the company increased the capacity of its non-interest bearing, revolving demand loan
with ExxonMobil from $75 million to $150 million. The loan represents ExxonMobil’s share of a working capital
facility required to support purchasing, marketing, transportation and derivative arrangements for crude oil
and diluent products undertaken by Imperial on behalf of ExxonMobil. At December 31, 2019 the company
had borrowed $111 million under this arrangement.
In November 2019, the company extended the maturity date of its existing $250 million committed long-term
line of credit to November 2021. The company has not drawn on the facility.
In December 2019, the company extended the maturity date of its existing $250 million committed short-term
line of credit to December 2020. The company has not drawn on the facility.
During 2019, the company, under its share purchase program, purchased about 38.7 million shares for
$1,373 million, including shares purchased from Exxon Mobil Corporation.
Dividends paid in 2019 were $631 million. The per share dividend paid in 2019 was $0.82, up from $0.70 in
2018.
58
Financial strength
The table below shows Imperial’s consolidated debt-to-capital ratio. The data demonstrates the company’s
creditworthiness:
percent
At December 31
Debt to capital (a)
(a) Debt, defined as the sum of “Notes and loans payable” and “Long-term debt” (page 76), divided by capital, defined as the sum of
2019
18
2020
19
2018
18
debt and “Total shareholders’ equity” (page 76).
Debt-related interest incurred in 2020, before capitalization of interest, was $102 million, compared with $138
million in 2019. The average effective interest rate on the company’s debt was 2.0 percent in 2020, compared
with 2.7 percent in 2019.
The company’s financial strength represents a competitive advantage of strategic importance providing it the
opportunity to readily access capital markets under the full range of market conditions and enables the
company to take on large, long-term capital commitments in the pursuit of maximizing shareholder value.
Commitments
The following table shows the company’s commitments outstanding at December 31, 2020. It combines data
from the Consolidated balance sheet and from individual notes to the consolidated financial statements,
where appropriate.
millions of Canadian dollars
Long-term debt excluding finance lease obligations (a)
Operating and finance leases (b)
Firm capital commitments (c)
Pension and other postretirement obligations (d)
Asset retirement obligations (e)
Other long-term purchase agreements (f)
(a) Long-term debt includes a loan from an affiliated company of ExxonMobil of $4,447 million. The payment by period for the related
2021
-
152
133
223
60
786
Total
4,447
1,523
315
2,163
1,674
12,117
Payment due by period
2022
to 2023
4,447
174
20
121
175
1,610
2024 2026 and
beyond
-
1,080
162
1,692
1,267
8,380
to 2025
-
117
-
127
172
1,341
Note
reference
15
14
5
6
party long-term loan is estimated based on the right of the related party to cancel the loan on at least 370 days advance written
notice.
(b) Minimum commitments for finance and operating leases, both commenced and non-commenced, are shown on an undiscounted
basis. Leases are primarily associated with storage tanks, rail cars, marine vessels, transportation facilities and service agreements.
(c) Firm capital commitments represent legally-binding payment obligations to third parties where agreements specifying all significant
terms have been executed for the construction and purchase of fixed assets and other permanent investments. In certain cases
where the company executes contracts requiring commitments to a work scope, those commitments have been included to the
extent that the amounts and timing of payments can be reliably estimated. Firm capital commitments related to capital projects are
shown on an undiscounted basis.
(d) The amount by which the benefit obligations exceeded the fair value of fund assets for pension and other postretirement plans at
year end. The payments by period include expected contributions to funded pension plans in 2021 and estimated benefit payments
for unfunded plans in all years.
(e) Asset retirement obligations represent the fair value of legal obligations associated with site restoration on the retirement of assets
with determinable useful lives.
(f) Other long-term purchase agreements are non-cancelable, or cancelable only under certain conditions and long-term commitments
other than unconditional purchase obligations. They include primarily transportation services agreements, raw material supply and
community benefits agreements.
Unrecognized tax benefits totalling $36 million have not been included in the company’s commitments table
because the company does not expect there will be any cash impact from the final settlements as sufficient
funds have been deposited with the Canada Revenue Agency. Further details on the unrecognized tax
benefits can be found in note 4 to the financial statements on page 88.
59
Litigation and other contingencies
As discussed in note 10 to the consolidated financial statements on page 98, a variety of claims have been
made against Imperial and its subsidiaries. Based on a consideration of all relevant facts and circumstances,
the company does not believe the ultimate outcome of any currently pending lawsuits against the company
will have a material adverse effect on the company’s operations, financial condition, or financial statements
taken as a whole.
Additionally, as discussed in note 10, Imperial was contingently liable at December 31, 2020, for guarantees
relating to performance under contracts. These guarantees do not have a material effect on the company’s
operations, financial condition, or financial statements taken as a whole.
There are no events or uncertainties beyond those already included in reported financial information that
would indicate a material change in future operating results or financial condition.
Capital and exploration expenditures
Capital and exploration expenditures represent the combined total of additions at cost to property, plant and
equipment; exploration expenses on a before-tax basis from the Consolidated statement of income; and the
company’s share of similar costs for equity companies. Capital and exploration expenditures exclude the
purchase of carbon emission credits. While Imperial’s management is responsible for all investments and
elements of net income, particular focus is placed on managing the controllable aspects of this group of
expenditures.
millions of Canadian dollars
Upstream (a)
Downstream
Chemical
Corporate and other
Total
(a) Exploration expenses included.
2020
561
251
21
41
874
2019
1,248
484
34
48
1,814
Total capital and exploration expenditures were $874 million in 2020, a decrease of $940 million from 2019. In
response to the challenges presented by the COVID-19 pandemic and decreases in commodity prices, in the
first quarter of 2020 the company provided an updated capital outlook of $1.1 billion to $1.2 billion (from
original guidance of $1.6 billion to $1.7 billion). In the third quarter of 2020, the company further updated this
capital outlook to about $900 million.
For the Upstream segment, capital and exploration expenditures were $561 million in 2020, compared with
$1,248 million in 2019. Investments were primarily related to sustaining activity in support of the company’s
in-situ and oil sands assets.
For the Downstream segment, capital expenditures were $251 million in 2020, compared with $484 million in
2019. Investments were primarily for enhancing the company’s distribution network as well as refinery
projects to improve reliability, feedstock flexibility, energy efficiency and environmental performance.
Total capital and exploration expenditures are expected to be approximately $1.2 billion in 2021. Actual
spending could vary depending on the progress of individual projects.
60
Market risks and other uncertainties
Crude oil, natural gas, petroleum product and chemical prices have fluctuated in response to changing market
forces. The impacts of these price fluctuations on earnings from Upstream, Downstream and Chemical
operations have varied.
Imperial’s earnings are influenced by North American crude oil benchmark prices as well as changes in the
differentials between these benchmarks and western Canadian prices for light and heavy crude oil. Imperial’s
integrated business model reduces the company’s risk from changes in commodity prices. For instance, when
light and heavy differentials between North American crude benchmarks and western Canadian prices widen
together, Imperial is able to mitigate the impact of widening differentials on the Upstream through integration
with Downstream investments in refineries, pipeline commitments and the Edmonton rail terminal. As an
example, the negative impact of a widening differential in the Upstream is more than offset by the benefit of
lower feedstock costs in the Downstream.
At this time, Imperial is a net consumer of natural gas, used in Imperial’s Upstream operation and refineries. A
decrease in the value of natural gas reduces Imperial’s operating expenses, thereby increasing Imperial’s
earnings.
In the competitive downstream and chemical environments, earnings are primarily determined by margin
capture rather than absolute price levels on products sold. Refining margins are a function of the difference
between what a refiner pays for its raw materials (primarily crude oil) and the market prices for the range of
products produced. These prices in turn depend on global and regional supply / demand balances, inventory
levels, refinery operations, import / export balances and weather.
Industry crude oil and natural gas commodity prices and petroleum and chemical product prices are
commonly benchmarked in U.S. dollars. The majority of Imperial’s sales and purchases are related to these
industry U.S. dollar benchmarks. As the company records and reports its financial results in Canadian dollars,
to the extent that the Canadian / U.S. dollar exchange rate fluctuates, the company’s earnings will be
affected.
Imperial is exposed to changes in interest rates, primarily on its debt which carries floating interest rates. The
impact of a quarter percent change in interest rates affecting Imperial’s debt would not be material to earnings
or cash flow. Imperial has access to significant sources of long-term and short-term liquidity. Internally
generated funds are expected to cover the majority of financial requirements, supplemented by long-term and
short-term debt as needed.
The company’s potential exposure to commodity price and margin, and Canadian / U.S. dollar exchange rate
fluctuations is summarized in the earnings sensitivities table, which shows the estimated annual effect, under
current conditions, on the company’s after-tax net income. For any given period, the extent of actual benefit or
detriment will be dependent on the price movements of individual types of crude oil and products, production
and sales volumes, transportation capacity, costs and egress methods, and other factors. Accordingly,
changes in benchmark prices for crude oil and crude oil differentials, and other factors listed in the table
following, only provide broad indicators of changes in the earnings experienced in any particular period.
61
Earnings sensitivities (a)
millions of Canadian dollars, after-tax
One dollar (U.S.) per barrel increase (decrease) in crude oil prices
One dollar (U.S.) per barrel increase (decrease) in light and heavy crude price differentials (b)
Ten cents per thousand cubic feet decrease (increase) in natural gas prices
One dollar (U.S.) per barrel increase (decrease) in refining 2-1-1 margins (c)
One cent (U.S.) per pound increase (decrease) in sales margins for polyethylene
One cent decrease (increase) in the value of the Canadian dollar versus the U.S. dollar
(a) Each sensitivity calculation shows the impact on net income resulting from a change in one factor, after-tax and royalties and
+ (-)
+ (-)
+ (-)
+ (-)
+ (-)
+ (-)
110
40
9
140
7
90
holding all other factors constant. These sensitivities have been updated to reflect current market conditions. They may not apply
proportionately to larger fluctuations.
(b) Light and heavy crude differentials represent the difference between WTI benchmark prices and western Canadian prices for light
and heavy crudes.
(c) The 2-1-1 crack spread is an indicator of the refining margin generated by converting two barrels of crude oil into one barrel of
gasoline and one barrel of diesel.
The demand for crude oil, natural gas, petroleum products and petrochemical products are generally linked
closely with economic growth. The occurrence of recessions or other periods of low or negative economic
growth, such as impacts due to the COVID-19 pandemic, will typically have a direct adverse impact on the
company’s financial results. Although price levels of crude oil and natural gas may rise and fall significantly
over the short to medium-term due to global economic conditions, political events, decisions by OPEC,
governments and other factors, industry economics over the long-term will continue to be driven by market
supply and demand. Accordingly, the company evaluates the viability of its major investments over a range of
prices.
The global energy markets can give rise to extended periods in which market conditions are adverse to one
or more of the company’s businesses. Such conditions, along with the capital-intensive nature of the industry
and very long lead times associated with many of the company’s projects, underscore the importance of
maintaining a strong financial position. Management views the company’s financial strength as a competitive
advantage.
In general, segment results are not dependent on the ability to sell and / or purchase products to / from other
segments. Where such intersegment sales take place, they are the result of efficiencies and competitive
advantages from integrated business segments and refinery and chemical complexes. The company’s
intersegment sales include crude oil produced by the Upstream and sold to the Downstream, as well as sales
between refineries and the chemical plant related to raw materials, feedstocks and finished products. All
intersegment sales are at market based prices. Refer to Note 3 for additional information on intersegment
revenue.
The company has an active asset management program in which underperforming assets are either
improved to acceptable levels or considered for divestment. The asset management program includes a
disciplined, regular review to ensure that assets are contributing to the company’s strategic objectives.
Risk management
The company’s size, strong capital structure and the complementary nature of the Upstream, Downstream
and Chemical businesses reduce the company’s enterprise-wide risk from changes in commodity prices and
currency exchange rates. In addition, the company may use commodity-based contracts, including
derivatives, to manage commodity price risk and for trading purposes. The company’s derivatives are not
accounted for under hedge accounting. Credit risk associated with the company’s derivative position is
mitigated by several factors, including the use of derivative clearing exchanges and the quality of and
financial limits placed on derivative counterparties. No material market or credit risks to the company’s
financial position, results of operations or liquidity exist as a result of the derivatives described in note 7 on
page 95. The company maintains a system of controls that includes the authorization, reporting and
monitoring of derivative activity.
62
Critical accounting estimates
The company’s financial statements have been prepared in accordance with United States Generally
Accepted Accounting Principles (U.S. GAAP). U.S. GAAP requires management to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure
of contingent assets and liabilities. The company’s accounting and financial reporting fairly reflect its business
model involving exploration for, and production of, crude oil and natural gas and manufacture, trade, transport
and sale of crude oil, natural gas, petroleum products, petrochemicals and a variety of specialty products.
Imperial does not use financing structures for the purpose of altering accounting outcomes or removing debt
from the balance sheet. The company’s significant accounting policies are summarized in note 1 to the
consolidated financial statements on page 79.
Oil and gas reserves
Evaluations of oil and natural gas reserves are important to the effective management of upstream assets.
They are an integral part of investment decisions about oil and gas properties such as whether development
should proceed.
The estimation of proved reserve volumes, which is based on the requirement of reasonable certainty, is an
ongoing process based on rigorous technical evaluations, commercial and market assessments, detailed
analysis of well information such as flow rates and reservoir pressures, and development and production
costs, among other factors. The estimation of proved reserves is controlled by the company through long-
standing approval guidelines. Reserves changes are made within a well-established, disciplined process
driven by qualified geoscience and engineering professionals, assisted by the reserves management group
which has significant technical experience, culminating in reviews with and approval by senior management
and the company’s board of directors. Notably, the company does not use specific quantitative reserves
targets to determine compensation. Key features of the reserves estimation process are covered in
“Disclosure of reserves” in Item 1.
Oil and natural gas reserves include both proved and unproved reserves.
Proved oil and natural gas reserves are determined in accordance with U.S. Securities and Exchange
Commission (SEC) requirements. Proved reserves are those quantities of oil and natural gas which,
by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be
economically producible under existing economic and operating conditions and government
regulations. Proved reserves are determined using the average of first-day-of-the-month oil and
natural gas prices during the reporting year.
Proved reserves can be further subdivided into developed and undeveloped reserves. Proved
developed reserves include amounts which are expected to be recovered through existing wells and
facilities with existing equipment and operating methods. Proved undeveloped reserves include
amounts expected to be recovered from new wells on undrilled proved acreage or from existing wells
where a relatively major expenditure is required for completion. Proved undeveloped reserves are
recognized only if a development plan has been adopted indicating that the reserves are scheduled
to be drilled within five years, unless specific circumstances support a longer period of time.
The percentage of proved developed reserves was 75 percent of total proved reserves at year-end
2020, a reduction from 89 percent in 2019. Although the company is reasonably certain that proved
reserves will be produced, the timing and amount recovered can be affected by a number of factors
including completion and optimization of development projects, reservoir performance, regulatory
approvals, government policies, consumer preferences, royalty frameworks and significant changes
in oil and gas price levels.
Unproved reserves are quantities of oil and natural gas with less than reasonable certainty of
recoverability and include probable reserves. Probable reserves are reserves that, together with
proved reserves, are as likely as not to be recovered.
63
Revisions can include upward or downward changes in previously estimated volumes of proved reserves for
existing fields due to the evaluation or re-evaluation of already available geologic, reservoir or production
data; new geologic, reservoir or production data; or changes in the average of first-day-of-the-month oil and
natural gas prices and / or costs that are used in the estimation of reserves. Revisions can also result from
significant changes in either development strategy or production equipment / facility capacity.
At year-end 2016, downward revisions of proved developed and undeveloped bitumen reserves were a result
of low prices. The entire 2.5 billion barrels of bitumen at Kearl and approximately 0.2 billion barrels of bitumen
at Cold Lake no longer qualified as proved reserves under the U.S. Securities and Exchange Commission
definition of proved reserves.
At year-end 2017, an additional 0.3 billion barrels of bitumen at Kearl and Cold Lake qualified as proved
reserves resulting from improved prices in the year.
As a result of improved prices in 2018, an additional 2.3 billion barrels of bitumen at Kearl qualified as proved
reserves at year-end 2018.
In 2019, downward revisions to proved bitumen reserves were driven by technical and development plan
updates at Kearl, resulting in a decrease of 0.2 billion barrels, partially offset by an increase of 0.1 billion
barrels at Cold Lake associated with an end of field life change driven by pricing. Downward revisions to
proved synthetic oil reserves were a result of higher royalty obligations at Syncrude driven by pricing.
Changes to liquids and natural gas proved reserves were the result of updated development plans at the
Montney and Duvernay unconventional assets and the divestment of conventional properties.
In 2020, downward revisions of proved bitumen reserves were a result of low prices. The 2.2 billion barrels of
bitumen at Kearl and 0.6 billion barrels of bitumen at Cold Lake no longer qualified as proved reserves under
the U.S. Securities and Exchange Commission definition of proved reserves. Downward revisions to proved
synthetic oil reserves were a result of lower prices, offset by the addition of proved undeveloped reserves
associated with future development at Syncrude. Changes to the liquids and natural gas proved reserves
were the result of updated development plans at the Montney and Duvernay unconventional assets and the
divestment of conventional properties.
Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also
increase proved reserves attributable to Imperial. The company does not expect its operations to be affected
by the downward revision of reported proved reserves as disclosed under the U.S. Securities and Exchange
Commission (SEC) definition.
Unit-of-production depreciation
The calculation of unit-of-production depreciation is a critical accounting estimate that measures the
depreciation of upstream assets. Oil and natural gas reserve volumes are used as the basis to calculate unit-
of-production depreciation rates for most upstream assets. Depreciation is calculated by taking the ratio of
asset cost to total proved reserves or proved developed reserves applied to the actual cost of production. The
volumes produced and asset cost are known, while proved reserves are based on estimates that are subject
to some variability.
In the event that the unit-of-production method does not result in an equitable allocation of cost over the
economic life of an upstream asset, an alternative method is used. The straight-line method is used in limited
situations where the expected life of the asset does not reasonably correlate with that of the underlying
reserves. For example, certain assets used in the production of oil and natural gas have a shorter life than the
reserves, and as such, the company uses straight-line depreciation to ensure the asset is fully depreciated by
the end of its useful life.
To the extent that proved reserves for a property are substantially de-booked and that property continues to
produce such that the resulting depreciation charge does not result in an equitable allocation of cost over the
expected life, assets will be depreciated using a unit-of-production method based on reserves determined at
the most recent SEC price which results in a more meaningful quantity of proved reserves, appropriately
adjusted for production and technical changes. This approach was applied in 2017 and 2018, with the
corresponding effect on depreciation expense being immaterial when compared to prior periods. This
approach will also be applied in 2021 and the effect of this approach is anticipated to be immaterial compared
64
to 2020. For 2019 and 2020, all properties had sufficient reserves at their relevant SEC prices which enabled
equitable allocation of cost over the economic lives of the Upstream assets.
Impact of oil and gas reserves and prices and margins on testing for impairment
The company tests assets or groups of assets for recoverability on an ongoing basis whenever events or
changes in circumstances indicate the carrying amounts may not be recoverable. Among the events or
changes in circumstances which could indicate that the carrying value of an asset or asset group may not be
recoverable are the following:
A significant decrease in the market price of a long-lived asset;
A significant adverse change in the extent or manner in which an asset is being used or in its physical
condition including a significant decrease in the company’s current and projected reserve volumes;
A significant adverse change in legal factors or in the business climate that could affect the value,
including a significant adverse action or assessment by a regulator;
An accumulation of project costs significantly in excess of the amount originally expected;
A current-period operating loss combined with a history and forecast of operating or cash flow losses;
and
A current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed
of significantly before the end of its previously estimated useful life.
Asset valuation analysis, profitability reviews and other periodic control processes assist Imperial in assessing
whether events or changes in circumstances indicate the carrying amounts of any of its assets may not be
recoverable.
In general, Imperial does not view temporarily low prices or margins as an indication of impairment.
Management believes prices over the long term must be sufficient to generate investments in energy supply
to meet global demand. Although prices will occasionally drop significantly, industry prices over the long term
will continue to be driven by market supply and demand fundamentals. On the supply side, industry
production from mature fields is declining. This is being offset by investments to generate production from
new discoveries, field developments and technological and efficiency advancements. OPEC investment
activities and production policies also have an impact on world oil supplies. The demand side is largely a
function of general economic activities and levels of prosperity. Because the lifespans of the company’s major
assets are measured in decades, the value of these assets is predominantly based on long-term views of
future commodity prices and development and production costs. During the lifespan of these major assets,
the company expects that oil and gas prices will experience significant volatility, and consequently these
assets will experience periods of higher earnings and periods of lower earnings, or even losses. In assessing
whether events or changes in circumstances indicate the carrying value of an asset may not be recoverable,
the company considers recent periods of operating losses in the context of its longer-term view of prices.
While near-term prices are subject to wide fluctuations, longer-term price views are more stable and
meaningful for purposes of assessing future cash flows.
When the industry experiences a prolonged and deep reduction in commodity prices, the market supply and
demand conditions may result in changes to the company’s price or margin assumptions it uses for its capital
investment decisions. To the extent those changes result in a significant reduction to its oil prices or natural
gas prices or margin ranges, the company may consider that situation, in conjunction with other events or
changes in circumstances such as a history of operating losses, as an indicator of potential impairment for
certain assets.
In the upstream, the standardized measure of discounted cash flows included in the “Supplemental
information on oil and gas exploration and production activities” is required to use prices based on the yearly
average of first-day-of-the-month prices. These prices represent discrete points in time and could be higher or
lower than the company’s price assumptions which are used for impairment assessments. The company
believes the standardized measure does not provide a reliable estimate of the expected future cash flows to
be obtained from the development and production of its oil and gas properties or of the value of its oil and gas
reserves and therefore does not consider it relevant in determining whether events or changes in
circumstances indicate the need for an impairment assessment.
65
The company has a robust process to monitor for indicators of potential impairment across its asset groups
throughout the year. This process is aligned with the requirements of ASC 360 and ASC 932, and relies on
the company’s planning and budgeting cycle. If events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable, the company estimates the future undiscounted cash flows of the
affected properties to judge the recoverability of carrying amounts. In performing this assessment, assets are
grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash
flows of other groups of assets. Cash flows used in recoverability assessments are based on the company’s
assumptions which are developed in the annual planning and budgeting process, and are consistent with the
criteria management uses to evaluate investment opportunities. These evaluations make use of the
company’s assumptions of future capital allocations, crude oil and natural gas commodity prices, including
price differentials, refining and chemical margins, volumes, development and operating costs, foreign
currency exchange rates and inflation rates. Volumes are based on projected field and facility production
profiles, throughput, or sales. Management’s estimate of upstream production volumes used for projected
cash flows makes use of proved reserve quantities and may include risk-adjusted unproved reserve
quantities. Cash flow estimates for impairment testing exclude the effects of derivative instruments.
An asset group is impaired if its estimated future undiscounted cash flows are less than the asset group’s
carrying value. Impairments are measured by the amount by which the carrying value exceeds fair value. The
assessment of fair value may be based on market prices if an active market exists for the asset group or may
require the use of Level 3 inputs and assumptions that are based upon the views of a likely market
participant. The principal parameters used to establish fair value can include estimates of acreage values and
flowing production metrics from comparable market transactions, market-based estimates of historical cash
flow multiples, and discounted cash flows. Inputs and assumptions used in discounted cash flow models
include estimates of future production volumes, commodity prices which are consistent with the average of
third-party industry experts and government agencies, drilling and development costs, and discount rates.
Significant unproved properties are assessed for impairment individually, and valuation allowances against
the capitalized costs would be recorded based on the company’s future development plans, the estimated
economic chance of success and the length of time that the company expects to hold the properties.
Properties that are not individually significant are aggregated by groups and amortized based on
development risk and average holding period.
In 2020, events or changes in circumstances indicated that the carrying amount of certain of the company's
long-lived assets may not be recoverable. Those situations primarily related to the annual review and
approval of the company’s business and strategic plan. As part of this process the company assessed its full
portfolio of assets which included its unconventional assets. Subsequently the company announced its
decision to not further develop a significant portion of its unconventional portfolio in Alberta which resulted in
a non-cash, after-tax impairment charge of $1,171 million in the company’s 2020 Upstream results, thereby
reducing the carrying value of those assets to fair value. For certain other upstream properties, the
undiscounted cash flows were compared to the carrying values and no other adjustments were necessary.
Factors which could put further assets at risk of impairment in the future include reductions in the company’s
price outlooks, changes in the allocation of capital, and operating cost increases which exceed the pace of
efficiencies or the pace of oil and natural gas price increases. However, due to the inherent difficulty in
predicting future commodity prices, and the relationship between industry prices and costs, it is not
practicable to reasonably estimate the existence or range of any potential future impairment charges related
to the company’s long-lived assets.
Supplemental information regarding oil and gas results of operations, capitalized costs and reserves is
provided following the notes to consolidated financial statements.
66
Pension benefits
The company’s pension plan is managed in compliance with the requirements of governmental authorities
and meets funding levels as determined by independent third-party actuaries. Pension accounting requires
explicit assumptions regarding, among others, the discount rate for the benefit obligations, the expected rate
of return on plan assets and the long-term rate of future compensation increases. All pension assumptions
are reviewed annually by senior management. These assumptions are adjusted only as appropriate to reflect
long-term changes in market rates and outlook. The long-term expected rate of return on plan assets of 4.5
percent used in 2020, compares to actual returns of 8.4 percent and 6.9 percent achieved over the last 10-
and 20-year periods respectively, ending December 31, 2020. If different assumptions are used, the
obligation and expense could increase or decrease as a result. As an indication of the company’s potential
exposure to changes in the critical assumptions such as the expected rate of return on plan assets and the
discount rate for measuring the benefits obligation, a reduction of 1 percent in the discount rate would
increase the plan benefits obligation by approximately $2.2 billion. Similarly, a reduction of 1 percent in the
long-term rate of return on plan assets would increase the annual pension expense by approximately $85
million before tax. At Imperial, differences between actual returns on plan assets and the long-term expected
returns are not recorded in pension expense in the year the differences occur. Such differences are deferred,
along with other actuarial gains and losses, and are amortized into pension expense over the expected
average remaining service life of employees. Employee benefits expense represented about 2 percent of total
expenses in 2020.
Asset retirement obligations and other environmental liabilities
Legal obligations associated with site restoration on the retirement of assets with determinable useful lives
are recognized when they are incurred, which is typically at the time the assets are installed. The obligations
are initially measured at fair value and discounted to present value. Over time, the discounted asset
retirement obligation amount will be accreted for the change in its present value, with this effect included in
production and manufacturing expenses. As payments to settle the obligations occur on an ongoing basis
and will continue over the lives of the operating assets, which can exceed 25 years, the discount rate will be
adjusted only as appropriate to reflect long-term changes in market rates and outlook. For 2020, the
obligations were discounted at 6 percent and the accretion expense was $82 million, before-tax, which was
significantly less than 1 percent of total expenses in the year. There would be no material impact on the
company’s reported financial results if a different discount rate had been used.
Asset retirement obligations are not recognized for assets with an indeterminate useful life. Asset retirement
obligations for these facilities generally become firm at the time the facilities are permanently shut down and
dismantled. These obligations may include the costs of asset disposal and additional soil remediation.
However, these sites have indeterminate lives based on plans for continued operations, and as such, the fair
value of the conditional legal obligations cannot be measured, since it is impossible to estimate the future
settlement dates of such obligations. For these and non-operating assets, the company accrues provisions for
environmental liabilities when it is probable that obligations have been incurred and the amount can be
reasonably estimated.
Asset retirement obligations and other environmental liabilities are based on engineering estimated costs,
taking into account the anticipated method and extent of remediation consistent with legal requirements,
current technology and the possible use of the location. Since these estimates are specific to the locations
involved, there are many individual assumptions underlying the company’s total asset retirement obligations
and provision for other environmental liabilities. While these individual assumptions can be subject to change,
none of them is individually significant to the company’s reported financial results.
Suspended exploratory well costs
The company continues capitalization of exploratory well costs when the well has found a sufficient quantity
of reserves to justify its completion as a producing well and the company is making sufficient progress
assessing the reserves and the economic and operating viability of the project. Exploratory well costs not
meeting these criteria are charged to expense. The facts and circumstances that support continued
capitalization of suspended wells at year-end are disclosed in note 16 to the consolidated financial statements
on page 104.
67
Tax contingencies
The operations of the company are complex, and related tax interpretations, regulations and legislation are
continually changing. Significant management judgment is required in the accounting for income tax
contingencies and tax disputes because the outcomes are often difficult to predict.
The benefits of uncertain tax positions that the company has taken or expects to take in its income tax returns
are recognized in the financial statements if management concludes that it is more likely than not that the
position will be sustained with the tax authorities. For a position that is likely to be sustained, the benefit
recognized in the financial statements is measured at the largest amount that is greater than 50 percent likely
of being realized. A reserve is established for the difference between a position taken or expected to be taken
in an income tax return and the amount recognized in the financial statements. The company’s unrecognized
tax benefits and a description of open tax years are summarized in note 4 to the consolidated financial
statements starting on page 88.
68
Management’s report on internal control over financial reporting
Management, including the company’s chief executive officer and principal accounting officer and principal
financial officer, is responsible for establishing and maintaining adequate internal control over the company’s
financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial
reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management concluded that Imperial Oil Limited’s internal control over financial reporting was effective as of
December 31, 2020.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of
the company’s internal control over financial reporting as of December 31, 2020, as stated in their report
which is included herein.
/s/ Bradley W. Corson
B.W. Corson
Chairman, president and
chief executive officer
/s/ Daniel E. Lyons
D.E. Lyons
Senior vice-president,
finance and administration, and controller
(Principal accounting officer and principal financial officer)
February 24, 2021
69
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Imperial Oil Limited
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Imperial Oil Limited and its subsidiaries
(together, the Company) as of December 31, 2020 and 2019, and the related consolidated statements of
income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period
ended December 31, 2020, including the related notes (collectively referred to as the consolidated financial
statements). We also have audited the Company's internal control over financial reporting as of December 31,
2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2020 in conformity with
accounting principles generally accepted in the United States of America. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31,
2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management's report on internal control over
financial reporting. Our responsibility is to express opinions on the Company’s consolidated financial
statements and on the Company's internal control over financial reporting based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over
financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
70
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the
consolidated financial statements that were communicated or required to be communicated to the audit
committee and that (i) relate to accounts or disclosures that are material to the consolidated financial
statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
The impact of proved oil and natural gas reserves on upstream property, plant and equipment, net
As described in Notes 1 and 3 to the consolidated financial statements, the Company’s upstream property,
plant and equipment (PP&E), net balance was $28,907 million as of December 31, 2020, and the related
depreciation and depletion expense for the year ended December 31, 2020 was $3,084 million. Management
uses the successful efforts method to account for its exploration and production activities. Costs incurred to
purchase, lease, or otherwise acquire a property (whether unproved or proved) are capitalized when incurred.
As disclosed by management, proved oil and natural gas reserve volumes are used as the basis to calculate
unit-of-production depreciation rates for most upstream assets. The estimation of proved oil and natural gas
reserve volumes is an ongoing process based on technical evaluations, commercial and market assessments,
detailed analysis of well information such as flow rates and reservoir pressures, and development and
production costs, among other factors. As further disclosed by management, reserves changes are made
within a well-established, disciplined process driven by qualified geoscience and engineering professionals,
assisted by the reserves management group (together management’s specialists).
71
The principal considerations for our determination that performing procedures relating to the impact of
proved oil and natural gas reserves on upstream PP&E, net is a critical audit matter are (i) the significant
judgment by management, including the use of management’s specialists, when developing the estimates of
proved oil and natural gas reserve volumes, which in turn led to (ii) a high degree of auditor judgment,
subjectivity, and effort in performing procedures and evaluating the audit evidence related to the data,
methods, and assumptions used by management and its specialists in developing the estimates of proved oil
and natural gas reserve volumes, and the assumptions related to development and production costs, as
applicable.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with
forming our overall opinion on the consolidated financial statements. These procedures included testing the
effectiveness of controls relating to management’s estimates of proved oil and natural gas reserve volumes.
The work of management’s specialists was used in performing the procedures to evaluate the reasonableness
of estimates of proved oil and natural gas reserve volumes. As a basis for using this work, management’s
specialists’ qualifications were understood and the Company’s relationship with management’s specialists was
assessed. The procedures performed also included evaluation of the methods and assumptions used by
management’s specialists, tests of the data used by management’s specialists, and an evaluation of
management’s specialists’ findings. These procedures also included, among others, testing the completeness
and accuracy of the data related to future development and production costs. Additionally, these procedures
included evaluating whether the assumptions related to development and production costs were reasonable
considering the past performance of the Company and its business and strategic plan, as applicable.
Impairment assessment of certain upstream property, plant and equipment, net
As described in Notes 1 and 3 to the consolidated financial statements, the Company’s upstream property,
plant and equipment (PP&E), net balance was $28,907 million as of December 31, 2020. If events or changes
in circumstances indicate that the carrying value of an asset may not be recoverable, management estimates
the future undiscounted cash flows of the affected properties to judge the recoverability of carrying amounts.
In performing this assessment, assets are grouped at the lowest level for which there are identifiable cash
flows that are largely independent of cash flows of other groups of assets. These estimates of the future
undiscounted cash flows make use of management’s assumptions of future capital allocations, crude oil and
natural gas commodity prices including price differentials, upstream production volumes, development and
operating costs, foreign currency exchange rates and inflation rates. Management’s estimate of upstream
production volumes used for undiscounted cash flows makes use of proved reserve quantities and may
include risk-adjusted unproved reserve quantities. As further disclosed by management, estimates of
upstream production volumes are made within a well-established, disciplined process driven by qualified
geoscience and engineering professionals, assisted by the reserves management group (together
management’s specialists). An asset group is impaired if its estimated undiscounted cash flows are less than
the asset group’s carrying value. Impairments are measured by the amount by which the carrying value
exceeds fair value.
The principal considerations for our determination that performing procedures relating to the impairment
assessment of certain upstream PP&E, net is a critical audit matter are (i) the significant judgment by
management, including the use of management’s specialists, when developing the estimates of future
undiscounted cash flows, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in
performing procedures and evaluating management’s significant assumptions related to crude oil and natural
gas commodity prices including price differentials, upstream production volumes, and development costs, as
applicable.
72
Addressing the matter involved performing procedures and evaluating audit evidence in connection with
forming our overall opinion on the consolidated financial statements. These procedures included testing the
effectiveness of controls relating to management’s upstream PP&E, net impairment assessment over proved
properties. These procedures also included, among others (i) testing management’s process for assessing the
recoverability of carrying amounts of upstream PP&E, net; (ii) evaluating the appropriateness of the
undiscounted cash flow models; (iii) testing the completeness and accuracy of underlying data used in the
models; and (iv) evaluating the reasonableness of significant assumptions used by management related to
crude oil and natural gas commodity prices including price differentials, upstream production volumes, and
development costs. Evaluating the reasonableness of management’s assumptions related to future crude oil
and natural gas commodity prices including price differentials involved comparing the assumption against
observable market data. Evaluating development costs involved evaluating the reasonableness of the
assumptions as compared to the past performance of the Company and its business and strategic plan. The
work of management’s specialists was used in performing the procedures to evaluate the reasonableness of
upstream production volumes. As a basis for using this work, management’s specialists’ qualifications were
understood and the Company’s relationship with management’s specialists was assessed. The procedures
performed also included evaluation of the methods and assumptions used by management’s specialists, tests
of the data used by management’s specialists, and an evaluation of management’s specialists’ findings.
/s/ PricewaterhouseCoopers LLP
Chartered Professional Accountants
Calgary, Canada
February 24, 2021
We have served as the Company's auditor since 1934.
73
Consolidated statement of income (U.S. GAAP)
millions of Canadian dollars
For the years ended December 31
Revenues and other income
Revenues (a)
Investment and other income (note 9)
Total revenues and other income
Expenses
Exploration (note 16)
Purchases of crude oil and products (b)
Production and manufacturing (c) (note 12)
Selling and general (c)
Federal excise tax and fuel charge
Depreciation and depletion (includes impairments) (note 3, 12)
Non-service pension and postretirement benefit
Financing (d) (note 13)
Total expenses
2020
2019
2018
22,284
104
22,388
13
13,293
5,535
741
1,736
3,293
121
64
24,796
34,002
99
34,101
47
20,946
6,520
900
1,808
1,598
143
93
32,055
34,964
135
35,099
19
21,541
6,121
908
1,667
1,555
107
108
32,026
Income (loss) before income taxes
(2,408)
2,046
3,073
Income taxes (note 4)
Net income (loss)
Per share information (Canadian dollars)
Net income (loss) per common share - basic (note 11)
Net income (loss) per common share - diluted (note 11)
(a) Amounts from related parties included in revenues, (note 17).
(b) Amounts to related parties included in purchases of crude oil and products,
(note 17).
(c) Amounts to related parties included in production and manufacturing, and
selling and general expenses, (note 17).
(d) Amounts to related parties included in financing, (note 17).
(551)
(154)
759
(1,857)
2,200
2,314
(2.53)
(2.53)
5,107
2,484
579
61
2.88
2.88
8,569
3,305
628
98
2.87
2.86
6,383
4,092
566
89
The information in the notes to consolidated financial statements is an integral part of these statements.
74
Consolidated statement of comprehensive income (U.S. GAAP)
millions of Canadian dollars
For the years ended December 31
Net income (loss)
Other comprehensive income (loss), net of income taxes
Postretirement benefits liability adjustment
(excluding amortization)
Amortization of postretirement benefits liability adjustment
included in net periodic benefit costs
Total other comprehensive income (loss)
2020
(1,857)
2019
2,200
2018
2,314
(212)
(505)
134
(78)
111
(394)
158
140
298
Comprehensive income (loss)
(1,935)
1,806
2,612
The information in the notes to consolidated financial statements is an integral part of these statements.
75
Consolidated balance sheet (U.S. GAAP)
millions of Canadian dollars
At December 31
Assets
Current assets
Cash
Accounts receivable - net (a) (note 2)
Inventories of crude oil and products (note 12)
Materials, supplies and prepaid expenses
Total current assets
Investments and long-term receivables (b) (note 2)
Property, plant and equipment,
less accumulated depreciation and depletion
Goodwill (note 12)
Other assets, including intangibles - net
Total assets
Liabilities
Current liabilities
Notes and loans payable (c) (note 13)
Accounts payable and accrued liabilities (a) (note 12)
Income taxes payable
Total current liabilities
Long-term debt (d) (note 15)
Other long-term obligations (note 6)
Deferred income tax liabilities (note 4)
Total liabilities
Commitments and contingent liabilities (note 10)
Shareholders' equity
Common shares at stated value (e) (note 11)
Earnings reinvested
Accumulated other comprehensive income (loss) (note 18)
Total shareholders' equity
Total liabilities and shareholders' equity
(a) Accounts receivable - net included net amounts receivable from related parties of $384 million
2020
2019
771
1,919
1,161
673
4,524
781
32,034
166
526
38,031
227
3,153
-
3,380
4,957
4,100
4,176
16,613
1,718
2,699
1,296
616
6,329
891
34,203
186
578
42,187
229
4,260
106
4,595
4,961
3,637
4,718
17,911
1,357
22,050
(1,989)
21,418
1,375
24,812
(1,911)
24,276
38,031
42,187
(2019 – $1,007 million), (note 17).
Investments and long-term receivables included amounts from related parties of $313 million (2019 – $296 million), (note 17).
(b)
(c) Notes and loans payable included amounts to related parties of $111 million (2019 – $111 million), (note 17).
(d) Long-term debt included amounts to related parties of $4,447 million (2019 – $4,447 million), (note 17).
(e) Number of common shares authorized and outstanding were 1,100 million and 734 million, respectively (2019 – 1,100 million and
744 million, respectively), (note 11).
The information in the notes to consolidated financial statements is an integral part of these statements.
Approved by the directors.
/s/ Bradley W. Corson
/s/ Daniel E. Lyons
B.W. Corson
Chairman, president and
chief executive officer
D.E. Lyons
Senior vice-president,
finance and administration, and controller
76
Consolidated statement of shareholders' equity (U.S. GAAP)
millions of Canadian dollars
At December 31
Common shares at stated value (note 11)
At beginning of year
Share purchases at stated value
At end of year
Earnings reinvested
At beginning of year
Net income (loss) for the year
Share purchases in excess of stated value
Dividends declared
Cumulative effect of accounting change (note 2)
At end of year
Accumulated other comprehensive income (loss) (note 18)
At beginning of year
Other comprehensive income (loss)
At end of year
2020
2019
2018
1,375
(18)
1,357
24,812
(1,857)
(256)
(647)
(2)
22,050
(1,911)
(78)
(1,989)
1,446
(71)
1,375
24,560
2,200
(1,302)
(646)
-
24,812
(1,517)
(394)
(1,911)
1,536
(90)
1,446
24,714
2,314
(1,881)
(587)
-
24,560
(1,815)
298
(1,517)
Shareholders' equity at end of year
21,418
24,276
24,489
The information in the notes to consolidated financial statements is an integral part of these statements.
77
Consolidated statement of cash flows (U.S. GAAP)
millions of Canadian dollars
Inflow (outflow)
For the years ended December 31
Operating activities
Net income (loss)
Adjustments for non-cash items:
Depreciation and depletion (includes impairments) (note 3)
Impairment of intangible assets (note 12)
(Gain) loss on asset sales (note 9)
Deferred income taxes and other
Changes in operating assets and liabilities:
Accounts receivable
Inventories, materials, supplies and prepaid expenses
Income taxes payable
Accounts payable and accrued liabilities
All other items - net (b)
Cash flows from (used in) operating activities
Investing activities
Additions to property, plant and equipment
Proceeds from asset sales (note 9)
Loans to equity companies - net
Cash flows from (used in) investing activities
Financing activities
Short-term debt - net (note 13)
Reduction in finance lease obligations (note 15)
Dividends paid
Common shares purchased (note 11)
Cash flows from (used in) financing activities
Increase (decrease) in cash
Cash at beginning of year
2020
2019
2018
(1,857)
2,200
2,314
3,273
20
(35)
(521)
780
78
(106)
(1,087)
253
798
(868)
82
(16)
(802)
-
(20)
(649)
(274)
(943)
(947)
1,718
1,598
-
(46)
(237)
(170)
(74)
41
1,010
107
4,429
(1,636)
82
(150)
(1,704)
36
(27)
(631)
(1,373)
(1,995)
730
988
1,509
46
(54)
806
224
(338)
8
(764)
171
3,922
(1,491)
59
(127)
(1,559)
-
(27)
(572)
(1,971)
(2,570)
(207)
1,195
Cash at end of year (a)
(a) Cash is composed of cash in bank and cash equivalents at cost. Cash equivalents are all highly liquid securities with maturity of
1,718
771
988
three months or less when purchased.
Included contributions to registered pension plans.
(b)
Income taxes (paid) refunded.
Interest (paid), net of capitalization.
(195)
(211)
(42)
(62)
145
(91)
(203)
(82)
(110)
Non-cash transactions
In 2019, the company removed $570 million of assets and corresponding liabilities associated with the Government of Ontario’s
revocation of its cap and trade legislation. The impact of this removal was not reflected in "Accounts payable and accrued liabilities" and
"All other items - net" lines on the Consolidated statement of cash flows as it was not a cash transaction.
The information in the notes to consolidated financial statements is an integral part of these statements.
78
Notes to consolidated financial statements
The accompanying consolidated financial statements and the supporting and supplemental material are the
responsibility of the management of Imperial Oil Limited.
The company's principal business is energy, involving the exploration for, and production of, crude oil and
natural gas and manufacture, trade, transport and sale of crude oil, natural gas, petroleum products,
petrochemicals and a variety of specialty products.
The consolidated financial statements have been prepared in accordance with United States Generally
Accepted Accounting Principles (U.S. GAAP), which requires management to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of
contingent assets and liabilities. Actual results could differ from these estimates. Prior years’ data has been
reclassified in certain cases to conform to the 2020 presentation basis. All amounts are in Canadian dollars
unless otherwise indicated.
1. Summary of significant accounting policies
Principles of consolidation
The consolidated financial statements include the accounts of subsidiaries the company controls.
Intercompany accounts and transactions are eliminated. Subsidiaries include those companies in which
Imperial has both an equity interest and the continuing ability to unilaterally determine strategic, operating,
investing and financing policies. Imperial Oil Resources Limited is the only significant subsidiary included in
the consolidated financial statements and is wholly owned by Imperial Oil Limited. The consolidated financial
statements also include the company’s share of the undivided interest in certain upstream assets, liabilities,
revenues and expenses, including its 70.96 percent interest in the Kearl joint venture and its 25 percent
interest in the Syncrude joint venture.
Revenues
Imperial generally sells crude oil, natural gas and petroleum and chemical products under short-term
agreements at prevailing market prices. In some cases, products may be sold under long-term agreements,
with periodic price adjustments to reflect market conditions.
Revenue is recognized at the amount the company expects to receive when the customer has taken control,
which is typically when title transfers and the customer has assumed the risks and rewards of ownership. The
prices of certain sales are based on price indices that are sometimes not available until the next period. In
such cases, estimated realizations are accrued when the sale is recognized, and are finalized when final
information is available. Such adjustments to revenue from performance obligations satisfied in previous
periods are not significant. Payment for revenue transactions is typically due within 30 days.
Revenues include amounts billed to customers for shipping and handling. Shipping and handling costs
incurred up to the point of final storage prior to delivery to a customer are included in “Purchases of crude oil
and products” in the Consolidated statement of income. Delivery costs from final storage to customer are
recorded as a marketing expense in "Selling and general" expenses. The company does not enter into
ongoing arrangements whereby it is required to repurchase its products, nor does the company provide the
customer with a right of return.
Future volume delivery obligations that are unsatisfied at the end of the period are expected to be fulfilled
through ordinary production or purchases. These performance obligations are based on market prices at the
time of the transaction and are fully constrained due to market price volatility.
Purchases and sales of inventory with the same counterparty that are entered into in contemplation of one
another are combined and recorded as exchanges measured at the book value of the item sold.
“Revenues” and “Accounts receivable - net” primarily arise from contracts with customers. Long-term
receivables are primarily from non-customers. Contract assets are mainly from marketing assistance
programs and are not significant. Contract liabilities are mainly customer prepayments, loyalty programs and
accruals of expected volume discounts, and are not significant.
79
Consumer taxes
Taxes levied on the consumer and collected by the company are excluded from the Consolidated statement
of income. These are primarily provincial taxes on motor fuels, the federal goods and services tax and the
federal/provincial harmonized sales tax.
Derivative instruments
Imperial may use derivative instruments for trading purposes and to offset exposures associated with
commodity prices, currency exchange rates and interest rates that arise from existing assets, liabilities, firm
commitments and forecasted transactions. All derivative instruments, except those designated as normal
purchase and normal sale, are recorded at fair value. Derivative assets and liabilities with the same
counterparty are netted if the right of offset exists and certain other criteria are met. Collateral payables or
receivables are netted against derivative assets and derivative liabilities respectively.
Recognition and classification of the gain or loss that results from adjusting a derivative to fair value depends
on the purpose for the derivative. The gains and losses resulting from changes in the fair value of derivatives
are recorded under “Revenues” or “Purchases of crude oil and products” in the Consolidated statement of
income.
Fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to
valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets
for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within
Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs
that are not observable in the market.
Inventories
Inventories are recorded at the lower of current market value or cost. The cost of crude oil and products is
determined primarily using the last-in, first-out (LIFO) method. LIFO was selected over the alternative first-in,
first-out and average cost methods because it provides a better matching of current costs with the revenues
generated in the period.
Inventory costs include expenditures and other charges (including depreciation), directly or indirectly incurred
in bringing the inventory to its existing condition and location. Selling and general expenses are reported as
period costs and excluded from inventory costs. Inventories of materials and supplies are valued at cost or
less.
Investments
The company’s interests in the underlying net assets of affiliates it does not control, but over which it
exercises significant influence, are accounted for using the equity method. They are recorded at the original
cost of the investment plus Imperial’s share of earnings since the investment was made, less dividends
received. Imperial’s share of the after-tax earnings of these investments is included in “Investment and other
income” in the Consolidated statement of income. Investments in equity securities, other than consolidated
subsidiaries and equity method investments, are measured at fair value, with changes in the fair value
recognized in net income. The company uses a modified approach for equity securities that do not have a
readily determinable fair value. This modified approach measures investments at cost minus impairment, if
any, plus or minus changes resulting from observable price changes in orderly transactions in similar
investment of the same issuer. Dividends from these investments are included in “Investment and other
income”.
These investments represent interests in non-publicly traded pipeline companies and a rail loading joint
venture that facilitate the sale and purchase of liquids in the conduct of company operations. Other parties
who also have an equity interest in these investments share in the risks and rewards according to their
percentage of ownership. Imperial does not invest in these investments in order to remove liabilities from its
balance sheet.
80
Property, plant and equipment
Cost basis
Imperial uses the “successful efforts” method to account for its exploration and production activities. Under
this method, costs are accumulated on a field-by-field basis. Costs incurred to purchase, lease, or otherwise
acquire a property (whether unproved or proved) are capitalized when incurred. Exploratory well costs are
carried as an asset when the well has found a sufficient quantity of reserves to justify its completion as a
producing well and where the company is making sufficient progress assessing the reserves and the
economic and operating viability of the project. Exploratory well costs not meeting these criteria are charged
to expense. Other exploratory expenditures, including geophysical costs and annual lease rentals, are
expensed as incurred. Development costs, including costs of productive wells and development dry holes, are
capitalized.
Maintenance and repair costs, including planned major maintenance, are expensed as incurred.
Improvements that increase or prolong the service life or capacity of an asset are capitalized.
Depreciation, depletion and amortization
Depreciation, depletion and amortization are primarily determined under either the unit-of-production method
or the straight-line method, which is based on estimated asset service life taking obsolescence into
consideration. Depreciation and depletion for assets associated with producing properties begin at the time
when production commences on a regular basis. Depreciation for other assets begins when the asset is in
place and ready for its intended use. Assets under construction are not depreciated or depleted.
Acquisition costs of proved properties are amortized using a unit-of-production method, computed on the
basis of total proved oil and natural gas reserve volumes. Capitalized exploratory drilling and development
costs associated with productive depletable extractive properties are amortized using the unit-of-production
rates based on the amount of proved developed reserves of oil and gas that are estimated to be recoverable
from existing facilities using current operating methods. Under the unit-of-production method, oil and natural
gas volumes are considered produced once they have been measured through meters at custody transfer or
sales transaction points at the outlet valve on the lease or field storage tank. In the event that the unit-of-
production method does not result in an equitable allocation of cost over the economic life of an upstream
asset, an alternative method is used. The straight-line method is used in limited situations where the expected
life of the asset does not reasonably correlate with that of the underlying reserves. For example, certain
assets used in the production of oil and natural gas have a shorter life than the reserves, and as such, the
company uses straight-line depreciation to ensure the asset is fully depreciated by the end of its useful life.
Investments in mining heavy equipment and certain ore processing plant assets at oil sands mining properties
are depreciated on a straight-line basis over a maximum of 15 years and 50 years respectively. Depreciation
of other plant and equipment is calculated using the straight-line method, based on the estimated service life
of the asset.
To the extent that proved reserves for a property are substantially de-booked and that property continues to
produce such that the resulting depreciation charge does not result in an equitable allocation of cost over the
expected life, assets will be depreciated using a unit-of-production method based on reserves determined at
the most recent SEC price which results in a more meaningful quantity of proved reserves, appropriately
adjusted for production and technical changes. This approach was applied in 2017 and 2018, with the
corresponding effect on depreciation expense being immaterial when compared to prior periods. This
approach will also be applied in 2021 and the effect of this approach is anticipated to be immaterial compared
to 2020. For 2019 and 2020, all properties had sufficient reserves at their relevant SEC prices which enabled
equitable allocation of cost over the economic lives of the Upstream assets.
Investments in refinery and chemical process manufacturing equipment are generally depreciated on a
straight-line basis over a 25-year life. Maintenance and repairs, including planned major maintenance, are
expensed as incurred. Major renewals and improvements are capitalized and the assets replaced are retired.
81
Impairment assessment
The company tests assets or groups of assets for recoverability on an ongoing basis whenever events or
changes in circumstances indicate the carrying amounts may not be recoverable. Among the events or
changes in circumstances which could indicate that the carrying value of an asset or asset group may not be
recoverable are the following:
A significant decrease in the market price of a long-lived asset;
A significant adverse change in the extent or manner in which an asset is being used or in its physical
condition including a significant decrease in the company’s current and projected reserve volumes;
A significant adverse change in legal factors or in the business climate that could affect the value,
including a significant adverse action or assessment by a regulator;
An accumulation of project costs significantly in excess of the amount originally expected;
A current-period operating loss combined with a history and forecast of operating or cash flow losses;
and
A current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed
of significantly before the end of its previously estimated useful life.
Asset valuation analysis, profitability reviews and other periodic control processes assist Imperial in assessing
whether events or changes in circumstances indicate the carrying amounts of any of its assets may not be
recoverable.
In general, Imperial does not view temporarily low prices or margins as an indication of impairment.
Management believes prices over the long term must be sufficient to generate investments in energy supply
to meet global demand. Although prices will occasionally drop significantly, industry prices over the long term
will continue to be driven by market supply and demand fundamentals. On the supply side, industry
production from mature fields is declining. This is being offset by investments to generate production from
new discoveries, field developments and technological and efficiency advancements. OPEC investment
activities and production policies also have an impact on world oil supplies. The demand side is largely a
function of general economic activities and levels of prosperity. Because the lifespans of the company’s major
assets are measured in decades, the value of these assets is predominantly based on long-term views of
future commodity prices and development and production costs. During the lifespan of these major assets,
the company expects that oil and gas prices will experience significant volatility, and consequently these
assets will experience periods of higher earnings and periods of lower earnings, or even losses. In assessing
whether events or changes in circumstances indicate the carrying value of an asset may not be recoverable,
the company considers recent periods of operating losses in the context of its longer-term view of prices.
While near-term prices are subject to wide fluctuations, longer-term price views are more stable and
meaningful for purposes of assessing future cash flows.
When the industry experiences a prolonged and deep reduction in commodity prices, the market supply and
demand conditions may result in changes to the company’s price or margin assumptions it uses for its capital
investment decisions. To the extent those changes result in a significant reduction to its oil prices or natural
gas prices or margin ranges, the company may consider that situation, in conjunction with other events or
changes in circumstances such as a history of operating losses, as an indicator of potential impairment for
certain assets.
In the upstream, the standardized measure of discounted cash flows included in the “Supplemental
information on oil and gas exploration and production activities” is required to use prices based on the yearly
average of first-day-of-the-month prices. These prices represent discrete points in time and could be higher or
lower than the company’s price assumptions which are used for impairment assessments. The company
believes the standardized measure does not provide a reliable estimate of the expected future cash flows to
be obtained from the development and production of its oil and gas properties or of the value of its oil and gas
reserves and therefore does not consider it relevant in determining whether events or changes in
circumstances indicate the need for an impairment assessment.
82
The company has a robust process to monitor for indicators of potential impairment across its asset groups
throughout the year. This process is aligned with the requirements of ASC 360 and ASC 932, and relies on
the company’s planning and budgeting cycle. If events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable, the company estimates the future undiscounted cash flows of the
affected properties to judge the recoverability of carrying amounts. In performing this assessment, assets are
grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash
flows of other groups of assets. Cash flows used in recoverability assessments are based on the company’s
assumptions which are developed in the annual planning and budgeting process, and are consistent with the
criteria management uses to evaluate investment opportunities. These evaluations make use of the
company’s assumptions of future capital allocations, crude oil and natural gas commodity prices, including
price differentials, refining and chemical margins, volumes, development and operating costs, foreign
currency exchange rates and inflation rates. Volumes are based on projected field and facility production
profiles, throughput, or sales. Management’s estimate of upstream production volumes used for projected
cash flows makes use of proved reserve quantities and may include risk-adjusted unproved reserve
quantities. Cash flow estimates for impairment testing exclude the effects of derivative instruments.
An asset group is impaired if its estimated future undiscounted cash flows are less than the asset group’s
carrying value. Impairments are measured by the amount by which the carrying value exceeds fair value. The
assessment of fair value may be based on market prices if an active market exists for the asset group or may
require the use of Level 3 inputs and assumptions that are based upon the views of a likely market
participant. The principal parameters used to establish fair value can include estimates of acreage values and
flowing production metrics from comparable market transactions, market-based estimates of historical cash
flow multiples, and discounted cash flows. Inputs and assumptions used in discounted cash flow models
include estimates of future production volumes, commodity prices which are consistent with the average of
third-party industry experts and government agencies, drilling and development costs, and discount rates.
Significant unproved properties are assessed for impairment individually, and valuation allowances against
the capitalized costs would be recorded based on the company’s future development plans, the estimated
economic chance of success and the length of time that the company expects to hold the properties.
Properties that are not individually significant are aggregated by groups and amortized based on
development risk and average holding period.
Gains on sales of proved and unproved properties are only recognized when there is neither uncertainty
about the recovery of costs applicable to any interest retained nor any substantial obligation for future
performance by the company. Losses on properties sold are recognized when incurred or when the
properties are held for sale and the fair value of the properties is less than the carrying value.
Gains or losses on assets sold are included in “Investment and other income” in the Consolidated statement
of income.
Interest capitalization
Interest costs incurred to finance expenditures during the construction phase of projects are capitalized as
part of property, plant and equipment and are depreciated over the service life of the related assets. The
project construction phase commences with the development of the detailed engineering design and ends
when the constructed assets are ready for their intended use.
Leases
In situations where assets are leased, right of use assets and lease liabilities are established on the balance
sheet for leases with an expected term greater than one year, by discounting the amounts fixed in the lease
agreement for the duration of the lease which is reasonably certain, considering the probability of exercising
any early termination and extension options. The portion of the fixed payment related to service costs for
tankers and finance leases is excluded from the calculation of right of use assets and lease liabilities. Assets
leased for nearly all of their useful lives are accounted for as finance leases. In general, leases are capitalized
using the company’s incremental borrowing rate. See note 14 to the consolidated financial statements on
page 102 for further details.
83
Goodwill and other intangible assets
Goodwill is not subject to amortization. Goodwill is tested for impairment annually or more frequently if events
or circumstances indicate it might be impaired. Impairment losses are recognized in current period earnings.
The evaluation for impairment of goodwill is based on a comparison of the carrying values of goodwill and
associated operating assets with the estimated present value of net cash flows from those operating assets.
Intangible assets with determinable useful lives are amortized over the estimated service lives of the assets.
Computer software development costs are amortized over a maximum of 15 years and customer lists are
amortized over a maximum of 10 years. The amortization is included in “Depreciation and depletion” in the
Consolidated statement of income.
Asset retirement obligations and other environmental liabilities
Legal obligations associated with site restoration on the retirement of assets with determinable useful lives
are recognized when they are incurred, which is typically at the time the assets are installed. These
obligations primarily relate to soil reclamation and remediation, and costs of abandonment and demolition of
oil and gas wells and related facilities. The company uses estimates, assumptions and judgments regarding
such factors as the existence of a legal obligation for an asset retirement obligation, technical assessments of
the assets, estimated amounts and timing of settlements, the credit-adjusted risk-free rate to be used, and
inflation rates. The obligations are initially measured at fair value and discounted to present value. A
corresponding amount equal to that of the initial obligation is added to the capitalized costs of the related
asset. Over time, the discounted asset retirement obligation amount will be accreted for the change in its
present value, and the initial capitalized costs will be depreciated over the useful lives of the related assets.
No asset retirement obligations are set up for those manufacturing, distribution, marketing and office facilities
with an indeterminate useful life. Asset retirement obligations for these facilities generally become firm at the
time the facilities are permanently shut down and dismantled. These obligations may include the costs of
asset disposal and additional soil remediation. However, these sites have indeterminate lives based on plans
for continued operations, and as such, the fair value of the conditional legal obligations cannot be measured,
since it is impossible to estimate the future settlement dates of such obligations. Provision for environmental
liabilities of these assets is made when it is probable that obligations have been incurred and the amount can
be reasonably estimated. Provisions for environmental liabilities are determined based on engineering
estimated costs, taking into account the anticipated method and extent of remediation consistent with legal
requirements, current technology and the possible use of the location. These provisions are not reduced by
possible recoveries from third parties and projected cash expenditures are not discounted.
Foreign-currency translation
Monetary assets and liabilities in foreign currencies have been translated at the rates of exchange prevailing
on December 31. Any exchange gains or losses are recognized in income.
Share-based compensation
The company awards share-based compensation to certain employees in the form of restricted stock units.
Compensation expense is measured each reporting period based on the company's current stock price and is
recorded as "Selling and general" expenses in the Consolidated statement of income over the requisite
service period of each award. See note 8 to the consolidated financial statements on page 97 for further
details.
84
2. Accounting changes
Effective January 1, 2020, the company adopted the Financial Accounting Standards Board’s update,
Financial Instruments – Credit Losses (Topic 326), as amended. The standard requires a valuation allowance
for credit losses be recognized for certain financial assets that reflects the current expected credit loss over
the asset’s contractual life. The valuation allowance considers the risk of loss, even if remote, and considers
past events, current conditions and reasonable and supportable forecasts. The standard requires this
expected loss methodology for trade receivables, certain other financial assets and off-balance-sheet credit
exposures. The cumulative effect adjustment related to the adoption of this standard reduced “Earnings
reinvested” in Shareholders’ equity by $2 million.
The company is exposed to credit losses primarily through sales of petroleum products, crude oil, natural gas
liquids and natural gas, as well as loans to equity companies and joint venture receivables. A counterparty’s
ability to pay is assessed through a credit review process that considers payment terms, the counterparty’s
established credit rating or the company’s assessment of the counterparty’s credit worthiness, contract terms,
and other risks. The company can require prepayment or collateral to mitigate certain credit risks.
The company groups financial assets into portfolios that share similar risk characteristics for purposes of
determining the allowance for credit losses and assesses if a significant change in the risk of credit loss has
occurred. Among the quantitative and qualitative factors considered are historical financial data, current
conditions, industry and country risk, current credit ratings and the quality of third-party guarantees secured
from the counterparty. Financial assets are written off in whole, or in part, when practical recovery efforts
have been exhausted and no reasonable expectation of recovery exists. Subsequent recoveries of amounts
previously written off are recognized in earnings. The company manages receivable portfolios using past due
balances as a key credit quality indicator.
The company recognizes a credit allowance for off-balance-sheet credit exposures as a liability on the
balance sheet, separate from the allowance for credit losses related to recognized financial assets. These
exposures could include unfunded loans to equity companies and financial guarantees that cannot be
cancelled unilaterally by the company.
At December 31, 2020, the company’s evaluation of financial assets under Financial Instruments – Credit
Losses (Topic 326), as amended, included $1,437 million of accounts receivable, net of allowances of $4
million, and investments and long-term receivables of $323 million. The company has determined that, at this
time, no credit allowance is required for investments and long-term receivables, and for off-balance-sheet
credit exposures.
85
3. Business segments
The company operates its business in Canada. The Upstream, Downstream and Chemical functions best
define the operating segments of the business that are reported separately. The factors used to identify these
reportable segments are based on the nature of the operations that are undertaken by each segment and the
structure of the company's internal organization. The Upstream segment is organized and operates to explore
for and ultimately produce crude oil and its equivalent, and natural gas. The Downstream segment is
organized and operates to refine crude oil into petroleum products and to distribute and market these
products. The Chemical segment is organized and operates to manufacture and market hydrocarbon-based
chemicals and chemical products. The above segmentation has been the long-standing practice of the
company and is broadly understood across the petroleum and petrochemical industries.
These functions have been defined as the operating segments of the company because they are the
segments (a) that engage in business activities from which revenues are earned and expenses are incurred;
(b) whose operating results are regularly reviewed by the company's chief operating decision maker to make
decisions about resources to be allocated to each segment and assess its performance; and (c) for which
discrete financial information is available.
Corporate and other includes assets and liabilities that do not specifically relate to business segments –
primarily cash, capitalized interest costs, short-term borrowings, long-term debt and liabilities associated with
incentive compensation, pension and other postretirement benefit liabilities. Net earnings effects under
Corporate and other activities primarily include debt-related financing, corporate governance costs, non-
service pension and postretirement benefit costs, share-based incentive compensation expenses and interest
income.
Segment accounting policies are the same as those described in the summary of significant accounting
policies. Upstream, Downstream and Chemical expenses include amounts allocated from Corporate and
other activities. The allocation is based on proportional segment expenses. Transfers of assets between
segments are recorded at book amounts. Intersegment sales are made essentially at prevailing market
prices. Assets and liabilities that are not identifiable by segment are allocated.
86
millions of Canadian dollars
Revenues and other income
Revenues (a)
Intersegment sales
Investment and other income (note 9)
Expenses
Exploration (note 16)
Purchases of crude oil and products
Production and manufacturing (note 12)
Selling and general
Federal excise tax and fuel charge
Depreciation and depletion (b) (note 12)
Non-service pension and postretirement benefit
Financing (note 13)
Total expenses
Income (loss) before income taxes
Income tax expense (benefit) (c) (note 4)
Net income (loss)
Cash flows from (used in) operating activities
Capital and exploration expenditures (d)
Property, plant and equipment
Cost
Accumulated depreciation and depletion
Net property, plant and equipment (e)
Total assets (f) (g)
millions of Canadian dollars
Revenues and other income
Revenues (a)
Intersegment sales
Investment and other income (note 9)
Expenses
Exploration (note 16)
Purchases of crude oil and products
Production and manufacturing (note 12)
Selling and general
Federal excise tax and fuel charge
Depreciation and depletion (b) (note 12)
Non-service pension and postretirement benefit
Financing (note 13)
Total expenses
Income (loss) before income taxes
Income tax expense (benefit) (c) (note 4)
Net income (loss)
Cash flows from (used in) operating activities
Capital and exploration expenditures (d)
Property, plant and equipment
Cost
Accumulated depreciation and depletion
Net property, plant and equipment (e)
Total assets (f) (g)
Upstream
Downstream
Chemical
2020
2019
2018
2020
2019
2018
2020
2019
2018
6,263
2,527
7
8,797
9,479
3,763
17
13,259
8,525
2,634
11
11,170
13
4,834
3,852
-
-
3,084
-
3
11,786
(2,989)
(671)
(2,318)
286
561
47
6,528
4,440
-
-
1,374
-
3
12,392
867
(481)
1,348
2,423
1,248
19
5,833
4,305
-
-
1,278
-
1
11,436
(266)
(128)
(138)
916
991
15,178
1,480
78
16,736
-
12,047
1,468
619
1,736
166
-
-
16,036
700
147
553
470
251
23,591
1,597
47
25,235
-
19,332
1,829
774
1,808
186
-
-
23,929
1,306
345
961
1,965
484
25,200
1,542
95
26,837
-
19,326
1,606
773
1,667
242
-
2
23,616
3,221
855
2,366
2,749
383
843
165
-
1,008
-
579
215
92
-
19
-
-
905
103
25
78
114
21
932
229
-
1,161
-
667
251
86
-
16
-
-
1,020
141
33
108
172
34
1,239
279
-
1,518
-
831
210
87
-
14
-
-
1,142
376
101
275
354
25
47,693
(18,786)
28,907
31,835
47,050
(15,889)
31,161
34,554
46,435
(15,050)
31,385
34,829
6,321
(3,962)
2,359
4,554
6,123
(3,830)
2,293
5,179
5,900
(3,763)
2,137
5,119
975
(699)
276
408
954
(680)
274
416
916
(662)
254
438
Corporate and other
2020
2019
2018
Eliminations
Consolidated
2020
2019
2018
2020
2019
2018
-
(4,455)
-
22,284
-
104
(4,455) 22,388
34,002
-
99
34,101
-
-
(6)
-
-
-
-
13
(4,449) 13,293
5,535
741
1,736
3,293
121
64
(4,455) 24,796
(2,408)
(551)
(1,857)
798
874
-
-
-
19
-
47
20,946
6,520
900
1,808
1,598
143
93
32,055
2,046
(154)
2,200
4,429
1,814
34,964
-
135
35,099
19
21,541
6,121
908
1,667
1,555
107
108
32,026
3,073
759
2,314
3,922
1,427
-
-
-
55,771
(23,737)
32,034
(478) 38,031
54,868
(20,665)
34,203
42,187
53,944
(19,719)
34,225
41,456
-
-
19
19
-
-
-
35
-
24
121
61
241
(222)
(52)
(170)
(64)
41
-
-
35
35
-
-
-
48
-
22
143
90
303
(268)
(51)
(217)
(124)
48
-
-
29
29
-
-
-
54
-
21
107
105
287
(258)
(69)
(189)
(116)
28
782
(290)
492
1,632
741
(266)
475
2,536
693
(244)
449
1,548
-
(4,172)
-
(4,172)
-
(4,167)
-
(5)
-
-
-
-
(4,172)
-
-
-
(8)
-
-
-
-
(398)
-
(5,589)
-
(5,589)
-
(5,581)
-
(8)
-
-
-
-
(5,589)
-
-
-
(7)
-
-
-
-
(498)
87
(a)
(b)
Includes export sales to the United States of $4,614 million (2019 - $7,190 million, 2018 - $6,661 million). Export sales to the United
States were recorded in all operating segments, with the largest effects in the Upstream segment.
In 2020, the Upstream segment included a non-cash impairment charge of $1,531 million, before-tax, related to the company's
decision not to further develop a significant portion of its unconventional portfolio. In 2018, the Downstream segment included a
non-cash impairment charge of $46 million, before-tax, associated with the Government of Ontario’s revocation of its cap and trade
legislation.
(c) Segment results in 2019 include a largely non-cash favourable impact of $662 million associated with the Alberta corporate income
tax rate decrease, with the largest impact in the Upstream segment.
(d) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions
to finance leases, additional investments and acquisitions. CAPEX excludes the purchase of carbon emission credits.
(e)
Includes property, plant and equipment under construction of $1,874 million (2019 - $2,149 million, 2018 - $1,553 million).
(f) Effective January 1, 2019, Imperial adopted the Financial Accounting Standards Board’s standard, Leases (Topic 842), as
amended. As at December 31, 2020, Total assets include operating lease right of use assets of $188 million (2019 - $260 million).
An election was made not to restate prior periods. See note 14 for additional details.
In 2019, the company removed $570 million from Total assets and corresponding liabilities in the Downstream segment associated
with the Government of Ontario’s revocation of its cap and trade legislation.
(g)
4. Income taxes
millions of Canadian dollars
Current income tax expense (benefit) (a)
Deferred income tax expense (benefit) (a)
Total income tax expense (benefit) (a)
Statutory corporate tax rate (percent)
Increase (decrease) resulting from:
2020
(27)
(524)
(551)
25.0
2019
140
(294)
(154)
26.0
2018
(14)
773
759
26.9
Enacted tax rate change (a)
Other (b)
-
(2.2)
24.7
Effective income tax rate
(a) On June 28, 2019 the Alberta government enacted a 4 percent decrease in the provincial tax rate, from 12 percent to 8 percent by
2022. On December 9, 2020 the Alberta government enacted an accelerated decrease in the province’s general corporate income
tax rate from 10 percent to 8 percent, effective July 1, 2020. The cumulative effect of the 2020 legislative tax changes on the
company’s financial statements were immaterial.
(31.9)
(1.6)
(7.5)
0.1
(2.2)
22.9
(b) Other decreases primarily relate to prior year adjustments, re-assessments and disposals.
Deferred income taxes are based on differences between the accounting and tax values of assets and
liabilities. These differences in value are re-measured at each year-end using the tax rates and tax laws
expected to apply when those differences are realized or settled in the future. Components of deferred
income tax liabilities and assets as at December 31 were:
millions of Canadian dollars
Depreciation and amortization
Successful drilling and land acquisitions
Pension and benefits
Asset retirement obligation
Capitalized interest
LIFO inventory valuation
Tax loss carryforwards
Other
Net deferred income tax liabilities
2020
5,319
363
(534)
(403)
120
(150)
(460)
(154)
4,101
2019
5,164
750
(469)
(336)
117
(276)
(141)
(161)
4,648
2018
5,726
856
(336)
(381)
121
(107)
(658)
(150)
5,071
88
Unrecognized tax benefits
Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income
tax returns and the amounts recognized in the financial statements.
The following table summarizes the movement in unrecognized tax benefits:
millions of Canadian dollars
Balance as of January 1
Additions based on current year's tax position
Additions for prior years' tax positions
Reductions for prior years' tax positions
Settlements with tax authorities
Balance as of December 31
2020
35
2
-
-
(1)
36
2019
36
-
1
-
(2)
35
2018
78
-
9
(2)
(49)
36
The unrecognized tax benefit balances shown above are predominately related to tax positions that would
reduce the company's effective tax rate if the positions are favourably resolved. Unfavourable resolution of
these tax positions generally would not increase the effective tax rate. The 2020, 2019 and 2018 changes in
unrecognized tax benefits did not have a material effect on the company's net income or cash flow. The
company's tax filings from 2016 to 2020 are subject to examination by the tax authorities. Tax filings from
2007 to 2015 have open objections and therefore are also subject to examination by the tax authorities. The
Canada Revenue Agency has made certain adjustments to the company's filings. Management has
evaluated these adjustments and is formally disputing those matters to which the company disagrees. Many
of these outstanding matters will not be resolved until after 2021. The impact on unrecognized tax benefits
and the company's effective income tax rate from these matters is not expected to be material.
Resolution of the related tax positions could take many years to complete. It is difficult to predict the timing of
resolution for tax positions since such timing is not entirely within the control of the company.
The company classifies interest on income tax related balances as interest expense or interest income and
classifies tax related penalties as operating expense.
5. Employee retirement benefits
Retirement benefits, which cover almost all retired employees and their surviving spouses, include pension
income and certain health care and life insurance benefits. They are met through funded registered retirement
plans and through unfunded supplementary benefits that are paid directly to recipients.
Pension income benefits consist mainly of company-paid defined benefit plans that are based on years of
service and final average earnings. The company shares in the cost of health care and life insurance benefits.
The company's benefit obligations are based on the projected benefit method of valuation that includes
employee service to date and present compensation levels, as well as a projection of salaries to retirement.
The expense and obligations for both funded and unfunded benefits are determined in accordance with
accepted actuarial practices and U.S. GAAP. The process for determining retirement-income expense and
related obligations includes making certain long-term assumptions regarding the discount rate, rate of return
on plan assets and rate of compensation increases. The obligation and pension expense can vary
significantly with changes in the assumptions used to estimate the obligation and the expected return on plan
assets.
89
The benefit obligations and plan assets associated with the company's defined benefit plans are measured on
December 31.
Assumptions used to determine benefit obligations
at December 31 (percent)
Discount rate
Long-term rate of compensation increase
millions of Canadian dollars
Change in projected benefit obligation
Projected benefit obligation at January 1
Current service cost
Interest cost
Actuarial loss (gain) (a)
Amendments
Benefits paid (b)
Projected benefit obligation at December 31
Pension benefits
2019
2020
Other postretirement
benefits
2020
2019
2.50
4.00
3.10
4.50
2.50
4.00
3.10
4.50
9,786
305
308
811
-
(494)
10,716
8,359
228
324
1,053
283
(461)
9,786
693
24
24
152
-
(20)
873
582
16
20
99
-
(24)
693
Accumulated benefit obligation at December 31
(a) Actuarial loss primarily driven by a decrease in the year-end discount rate from 3.10 percent to 2.50 percent, partially offset by the
8,814
9,619
impact of a reduction in the long-term rate of compensation increase assumption from 4.50 percent to 4.00 percent.
(b) Benefit payments for funded and unfunded plans.
The discount rate for the purpose of calculating year-end postretirement benefits plan liabilities is determined
by using the Canadian Institute of Actuaries recommended spot curve for high-quality, long-term Canadian
corporate bonds with an average maturity (or duration) approximating that of the liabilities. For the
measurement of the accumulated postretirement benefit obligation, the assumed health care cost trend rates
start with 5.66 percent in 2021 and gradually decline to 3.57 percent by 2040 and beyond.
millions of Canadian dollars
Change in plan assets
Fair value at January 1
Actual return (loss) on plan assets
Company contributions
Benefits paid (a)
Fair value at December 31
Pension benefits
2019
2020
8,599
1,073
195
(441)
9,426
7,691
1,114
211
(417)
8,599
Other postretirement
benefits
2020
2019
Plan assets in excess of (less than) projected
benefit obligation at December 31
Funded plans
Unfunded plans
Total (b)
(a) Benefit payments for funded plans only.
(b) Fair value of assets less projected benefit obligation shown above.
(641)
(649)
(1,290)
(590)
(597)
(1,187)
(873)
(873)
(693)
(693)
Funding of registered retirement plans complies with federal and provincial pension regulations, and the
company makes contributions to the plans based on an independent actuarial valuation. In accordance with
authoritative guidance relating to the accounting for defined pension and other postretirement benefits plans,
the underfunded status of the company’s defined benefit postretirement plans was recorded as a liability in
the Consolidated balance sheet, and the changes in that funded status in the year in which the changes
occurred was recognized through other comprehensive income.
90
millions of Canadian dollars
Amounts recorded in the Consolidated balance sheet
consist of:
Current liabilities
Other long-term obligations
Total recorded
Pension benefits
2019
2020
Other postretirement
benefits
2020
2019
(27)
(1,263)
(1,290)
(27)
(1,160)
(1,187)
(31)
(842)
(873)
(31)
(662)
(693)
Amounts recorded in accumulated other
comprehensive income consist of:
Net actuarial loss (gain)
Prior service cost
Total recorded in accumulated other
comprehensive income, before-tax
2,232
269
2,256
283
2,501
2,539
272
-
272
133
-
133
The company establishes the long-term expected rate of return on plan assets by developing a forward-
looking long-term return assumption for each asset class, taking into account factors such as the expected
real return for the specific asset class and inflation. A single, long-term rate of return is then calculated as the
weighted average of the target asset allocation percentages and the long-term return assumption for each
asset class. The 2020 long-term expected return of 4.5 percent used in the calculations of pension expense
compares to an actual rate of return of 8.4 percent and 6.9 percent over the last 10- and 20-year periods
respectively, ending December 31, 2020.
Pension benefits
2020
2019
2018
Other postretirement
benefits
2019
2020
2018
Assumptions used to determine net periodic
benefit cost for years ended December 31 (percent)
Discount rate
Long-term rate of return on funded assets
Long-term rate of compensation increase
millions of Canadian dollars
Components of net periodic benefit cost
Current service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of actuarial loss (gain)
Net periodic benefit cost
Changes in amounts recorded in accumulated
other comprehensive income
Net actuarial loss (gain)
Amortization of net actuarial (loss) gain included in
net periodic benefit cost
Prior service cost
Amortization of prior service cost included in net
periodic benefit cost
Total recorded in other comprehensive income
Total recorded in net periodic benefit cost and
other comprehensive income, before-tax
3.10
4.50
4.50
3.90
4.50
4.50
3.40
5.00
4.50
3.10
-
4.50
3.90
-
4.50
3.40
-
4.50
305
308
(391)
14
153
389
228
324
(349)
-
149
352
239
302
(402)
4
175
318
24
24
-
-
13
61
16
20
-
-
(1)
35
17
22
-
-
6
45
129
288
(116)
152
99
(101)
(153)
-
(149)
283
(175)
-
(14)
(38)
-
422
(4)
(295)
(13)
-
-
139
1
-
(6)
-
-
100
-
(107)
351
774
23
200
135
(62)
Costs for defined contribution plans, primarily the employee savings plan, were $47 million in 2020
(2019 - $43 million, 2018 - $41 million).
91
A summary of the change in accumulated other comprehensive income is shown in the table below:
millions of Canadian dollars
(Charge) credit to other comprehensive income, before-tax
Deferred income tax (charge) credit (note 18)
(Charge) credit to other comprehensive income, after-tax
Total pension and other
postretirement benefits
2020
(101)
23
(78)
2019
(522)
128
(394)
2018
402
(104)
298
The company’s investment strategy for pension plan assets reflects a long-term view, a careful assessment of
the risks inherent in various asset classes and broad diversification to reduce the risk of the portfolio.
Consistent with the long-term nature of the liability, the plan assets are primarily invested in global, market-
cap-weighted indexed equity and domestic indexed bond funds to diversify risk while minimizing costs. The
balance of the plan assets is largely invested in high-quality corporate and government debt securities.
Studies are periodically conducted to establish the preferred target asset allocation. The target asset
allocation for equity securities is 30 percent. The target allocation for debt securities is 67 percent. Plan
assets for the remaining 3 percent are invested in venture capital partnerships that pursue a strategy of
investment in U.S. and international early stage ventures.
The 2020 fair value of the pension plan assets, including the level within the fair value hierarchy, is shown in
the table below:
millions of Canadian dollars
Asset class
Equity securities
Canadian
Non-Canadian
Debt securities - Canadian
Corporate
Government
Asset backed
Equities – Venture capital
Cash
Total plan assets at fair value
Fair value measurements at December 31, 2020, using:
Total
Level 1
Level 2
Level 3
Net Asset
Value
222
2,690
1,426
4,825
-
214
49
9,426
41
41
222
2,690
1,426
4,825
-
214
8
9,385
92
The 2019 fair value of the pension plan assets, including the level within the fair value hierarchy, is
shown in the table below:
millions of Canadian dollars
Asset class
Equity securities
Canadian
Non-Canadian
Debt securities - Canadian
Corporate
Government
Asset backed
Equities – Venture capital
Cash
Total plan assets at fair value
Fair value measurements at December 31, 2019, using:
Total
Level 1
Level 2
Level 3
Net Asset
Value
210
2,449
1,379
4,299
1
204
57
8,599
40
40
210
2,449
1,379
4,299
1
204
17
8,559
A summary of pension plans with accumulated benefit obligation and projected benefit obligation in excess of
plan assets is shown in the table below:
millions of Canadian dollars
For funded pension plans with accumulated benefit
obligation in excess of plan assets: (a)
Accumulated benefit obligation
Fair value of plan assets
Accumulated benefit obligation less fair value of plan assets
For funded pension plans with projected benefit
obligation in excess of plan assets:
Projected benefit obligation
Fair value of plan assets
Projected benefit obligation less fair value of plan assets
For unfunded plans covered by book reserves:
Projected benefit obligation
Accumulated benefit obligation
Pension benefits
2020
2019
1,034
954
80
10,067
9,426
641
649
565
942
870
72
9,189
8,599
590
597
536
(a) The amounts shown for funded pension plans with accumulated benefit obligation in excess of plan assets represent the
company's proportionate share of a joint venture sponsored pension plan. For the company sponsored funded plan, the fair value
of plan assets exceeded the accumulated benefit obligation in both 2020 and 2019.
Cash flows
Benefit payments expected in:
millions of Canadian dollars
2021
2022
2023
2024
2025
2026 - 2030
Pension benefits
460
460
465
465
465
2,325
Other postretirement
benefits
31
32
32
33
34
175
In 2021, the company expects to make cash contributions of about $164 million to its pension plans.
93
6. Other long-term obligations
millions of Canadian dollars
Employee retirement benefits (a) (note 5)
Asset retirement obligations and other environmental liabilities (b) (c)
Share-based incentive compensation liabilities (note 8)
Operating lease liability (note 14)
Other obligations
Total other long-term obligations
(a) Total recorded employee retirement benefits obligations also included $58 million in current liabilities (2019 – $58 million).
(b) Total asset retirement obligations and other environmental liabilities also included $100 million in current liabilities (2019 – $124
2020
2,105
1,676
45
95
179
4,100
2019
1,822
1,388
65
143
219
3,637
million).
(c) For 2020, the asset retirement obligations were discounted at 6 percent (2019 - 6 percent).
Asset retirement obligations incurred in the current period were Level 3 fair value measurements. The following table summarizes
the activity in the liability for asset retirement obligations:
millions of Canadian dollars
2020
2019
2018
Balance as at January 1
Additions (deductions)
Accretion
Settlement
Balance as at December 31
1,400
265
82
(73)
1,674
1,417
(23)
80
(74)
1,400
1,397
(5)
85
(60)
1,417
94
7. Financial and derivative instruments
Financial instruments
The fair value of the company’s financial instruments is determined by reference to various market data and
other appropriate valuation techniques. There are no material differences between the fair value of the
company’s financial instruments and the recorded carrying value. At December 31, 2020 and December 31,
2019, the fair value of long-term debt ($4,447 million, excluding finance lease obligations) was primarily a
level 2 measurement.
Derivative instruments
The company’s size, strong capital structure and the complementary nature of the Upstream, Downstream
and Chemical businesses reduce the company’s enterprise-wide risk from changes in commodity prices and
currency exchange rates. In addition, the company uses commodity-based contracts, including derivative
instruments to manage commodity price risk. The company does not designate derivative instruments as a
hedge for hedge accounting purposes.
Credit risk associated with the company’s derivative position is mitigated by several factors, including the use
of derivative clearing exchanges and the quality of and financial limits placed on derivative counterparties.
The company maintains a system of controls that includes the authorization, reporting and monitoring of
derivative activity.
The net notional long/(short) position of derivative instruments was:
At December 31
Crude (barrels)
Products (barrels)
2020
(800,000)
(390,000)
2019
(590,000)
-
Realized and unrealized gain or (loss) on derivative instruments recognized in the Consolidated statement of
income is included in the following lines on a before-tax basis:
millions of Canadian dollars
Revenues
Purchases of crude oil and products
Total
2020
(13)
(21)
(34)
2019
(3)
(7)
(10)
2018
6
(24)
(18)
The estimated fair value of derivative instruments, and the related hierarchy level for the fair value measurement
is as follows:
millions of Canadian dollars
At December 31, 2020
Assets
Derivative assets (a)
Liabilities
Fair value
Level 1 Level 2 Level 3
Total
Effect of Effect of
Net
counterparty collateral carrying
value
netting
netting
2
-
-
2
(2)
-
-
-
Derivative liabilities (b)
12
Included in the Consolidated balance sheet line: "Materials, supplies and prepaid expenses".
Included in the Consolidated balance sheet line: "Accounts payable and accrued liabilities".
12
-
-
(a)
(b)
(2)
(10)
95
millions of Canadian dollars
At December 31, 2019
Assets
Derivative assets (a)
Liabilities
Fair value
Level 1 Level 2 Level 3
Total
-
-
-
-
Derivative liabilities (b)
2
Included in the Consolidated balance sheet line: "Materials, supplies and prepaid expenses".
Included in the Consolidated balance sheet line: "Accounts payable and accrued liabilities".
2
-
-
(a)
(b)
Effect of Effect of
Net
counterparty collateral carrying
value
netting
netting
-
-
-
(2)
-
-
At December 31, 2020, the Company had $5 million of collateral under a master netting arrangement not
offset against the derivatives on the Consolidated balance sheet in “Accounts receivable - net”, primarily
related to initial margin requirements.
96
8. Share-based incentive compensation programs
Share-based incentive compensation programs are designed to retain selected employees, reward them for
high performance and promote individual contribution to sustained improvement in the company’s future
business performance and shareholder value over the long-term. The nonemployee directors also participate
in share-based incentive compensation programs.
Restricted stock units and deferred share units
Under the restricted stock unit plan, each unit entitles the recipient to the conditional right to receive from the
company, upon vesting, an amount equal to the value of one common share of the company, based on the
five-day average of the closing price of the company’s common shares on the Toronto Stock Exchange on
and immediately prior to the vesting dates. For the majority of the units, fifty percent of the units vest on the
third anniversary of the grant date, and the remainder vest on the seventh anniversary of the grant date. The
company may also issue units to the chairman, president and chief executive officer where 50 percent of the
units vest on the fifth anniversary of the grant date and the remainder vest on the tenth anniversary of the
grant date, except that for awards granted prior to 2020, the vesting of the tenth anniversary portion is
delayed until retirement if later than 10 years.
The deferred share unit plan is made available to nonemployee directors. The nonemployee directors can
elect to receive all or part of their eligible directors’ fees in units. The number of units granted is determined at
the end of each calendar quarter by dividing the dollar amount of the nonemployee director's fees for that
calendar quarter elected to be received as deferred share units by the average closing price of the company’s
shares for the five consecutive trading days (“average closing price”) immediately prior to the last day of the
calendar quarter. Additional units are granted to represent dividends on unexercised units, and are calculated
by dividing the cash dividend payable on the company’s shares by the average closing price immediately
prior to the payment date for that dividend and multiplying the resulting number by the number of deferred
share units held by the recipient, as adjusted for any share splits. Deferred share units cannot be exercised
until after termination of service as a director, including termination due to death, and must be exercised in
their entirety in one election no later than December 31 of the year following the year of termination of
service. On the exercise date, the cash value to be received for the units is determined based on the
company’s average closing price immediately prior to the date of exercise, as adjusted for any share splits.
All units require settlement by cash payments with the following exceptions. The restricted stock unit program
provides that, for units granted to Canadian residents, the recipient may receive one common share of the
company per unit or elect to receive the cash payment for the units that vest on the seventh year anniversary
of the grant date. For units where 50 percent vest on the fifth anniversary of the grant date and the remainder
vest on the tenth anniversary of grant, the recipient may receive one common share of the company per unit
or elect to receive cash payment for all that vest.
The company accounts for all units by using the fair-value-based method. The fair value of awards in the form
of restricted stock and deferred share units is the market price of the company's stock. Under this method,
compensation expense related to the units of these programs is measured each reporting period based on
the company's current stock price and is recorded in the Consolidated statement of income over the requisite
service period of each award.
The following table summarizes information about these units for the year ended December 31, 2020:
Outstanding at January 1, 2020
Granted
Vested / Exercised
Forfeited and cancelled
Outstanding at December 31, 2020
Restricted
stock units
4,912,805
747,040
(1,187,630)
(8,895)
4,463,320
Deferred
share units
170,163
34,811
(57,569)
-
147,405
97
In 2020, net loss included a favourable impact of $2 million before tax associated with compensation
programs (2019 - $34 million expense, 2018 - $32 million expense). Income tax expense associated with
compensation programs for the year was $0 million (2019 - $9 million benefit, 2018 - $9 million benefit). Cash
payments of $33 million were made for these programs in 2020 (2019 - $50 million, 2018 - $59 million).
As of December 31, 2020, there was $45 million of total before-tax unrecognized compensation expense
related to non-vested restricted stock units based on the company's share price at the end of the current
reporting period. The weighted average vesting period of non-vested restricted stock units is 4.1 years. All
units under the deferred share programs have vested as of December 31, 2020.
9. Investment and other income
Investment and other income includes gains and losses on asset sales as follows:
millions of Canadian dollars
Proceeds from asset sales
Book value of asset sales
Gain (loss) on asset sales, before-tax
Gain (loss) on asset sales, after-tax
10. Litigation and other contingencies
2020
82
47
35
32
2019
82
36
46
42
2018
59
5
54
38
A variety of claims have been made against Imperial and its subsidiaries in a number of lawsuits.
Management has regular litigation reviews, including updates from corporate and outside counsel, to assess
the need for accounting recognition or disclosure of these contingencies. The company accrues an
undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can
be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range
is a better estimate than any other amount, then the minimum of the range is accrued. The company does not
record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be
reasonably estimated or when the liability is believed to be only reasonably possible or remote. For
contingencies where an unfavourable outcome is reasonably possible and which are significant, the company
discloses the nature of the contingency and, where feasible, an estimate of the possible loss. For purposes of
the company’s contingency disclosures, “significant” includes material matters, as well as other matters which
management believes should be disclosed. Based on a consideration of all relevant facts and circumstances,
the company does not believe the ultimate outcome of any currently pending lawsuits against the company
will have a material adverse effect on the company's operations, financial condition, or financial statements
taken as a whole.
Additionally, the company has other commitments arising in the normal course of business for operating and
capital needs, all of which are expected to be fulfilled with no adverse consequences material to the
company's operations or financial condition. Unconditional purchase obligations, as defined by accounting
standards, are those long-term commitments that are non-cancelable or cancelable only under certain
conditions and that third parties have used to secure financing for the facilities that will provide the contracted
goods and services. The company has not entered into any unconditional purchase obligations.
As a result of the completed sale of Imperial’s remaining company-owned Esso retail sites, the company was
contingently liable at December 31, 2020, for guarantees relating to performance under contracts of other
third-party obligations totalling $26 million (2019 - $30 million).
At December 31, 2020 the company is contingently liable for up to $62 million, under existing indemnification
arrangements, for costs associated with continuing a third-party pipeline project development (2019 - $64
million).
98
11. Common shares
thousands of shares
At December 31
Authorized
Common shares outstanding
2020
1,100,000
734,077
2019
1,100,000
743,902
The current 12-month limited normal course issuer bid program came into effect on June 29, 2020 and is
used primarily to eliminate dilution from shares issued in conjunction with Imperial's restricted stock unit plan.
The program enables the company to purchase up to a maximum of 50,000 common shares, which includes
shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but
outside of the normal course issuer bid. As in the past, Exxon Mobil Corporation has advised the company
that it intends to participate to maintain its ownership percentage at approximately 69.6 percent.
The excess of the purchase cost over the stated value of shares purchased has been recorded as a
distribution of earnings reinvested.
The company’s common share activities are summarized below:
Balance as at January 1, 2018
Issued under employee share-based awards
Purchases at stated value
Balance as at December 31, 2018
Issued under employee share-based awards
Purchases at stated value
Balance as at December 31, 2019
Issued under employee share-based awards
Purchases at stated value
Balance as at December 31, 2020
Thousands of
shares
831,242
2
(48,679)
782,565
1
(38,664)
743,902
7
(9,832)
734,077
Millions of
dollars
1,536
-
(90)
1,446
-
(71)
1,375
-
(18)
1,357
The following table provides the calculation of basic and diluted earnings per common share and the dividends
declared by the company on its outstanding common shares:
2020
2019
2018
Net income (loss) per common share – basic
Net income (loss) (millions of Canadian dollars)
Weighted average number of common shares outstanding (millions of shares)
Net income (loss) per common share (dollars)
Net income (loss) per common share – diluted
Net income (loss) (millions of Canadian dollars)
Weighted average number of common shares outstanding (millions of shares)
Effect of employee share-based awards (millions of shares) (a)
Weighted average number of common shares outstanding,
assuming dilution (millions of shares)
Net income (loss) per common share (dollars)
(1,857)
735.3
(2.53)
(1,857)
735.3
-
735.3
(2.53)
2,200
762.7
2.88
2,200
762.7
2.3
765.0
2.88
Dividends per common share – declared (dollars)
a) For 2020, the Net income (loss) per common share – diluted excludes the effect of 1.9 million employee share-based awards.
0.85
0.88
2,314
807.5
2.87
2,314
807.5
2.6
810.1
2.86
0.73
Share-based awards have the potential to dilute basic earnings per share in the future.
99
12. Miscellaneous financial information
In 2020, net loss included an after-tax loss of $19 million (2019 – $22 million loss, 2018 – $16 million gain)
attributable to the effect of changes in last-in, first-out (LIFO) inventories. The replacement cost of inventories
was estimated to exceed their LIFO carrying values at December 31, 2020 by about $0.8 billion (2019 – $1.2
billion). Inventories of crude oil and products at year-end consisted of the following:
millions of Canadian dollars
Crude oil
Petroleum products
Chemical products
Other
Total inventories of crude oil and products
2020
630
403
55
73
1,161
2019
764
396
64
72
1,296
Research expenditures are mainly spent on developing technologies to improve bitumen recovery, reduce
costs and reduce the environmental impact of upstream operations, including technologies to reduce
greenhouse gas emissions intensity, supporting environmental and process improvements in the refineries,
as well as accessing ExxonMobil's research worldwide.
The company has scientific research agreements with affiliates of ExxonMobil, which provide for technical
and engineering work to be performed by all parties, the exchange of technical information and the
assignment and licencing of patents, and patent rights. These agreements provide mutual access to scientific
and operating data related to nearly every phase of the petroleum and petrochemical operations of the
parties.
Net research and development costs charged to expenses in 2020 were $105 million (2019 – $133 million,
2018 – $110 million). These costs are included in expenses due to the uncertainty of future benefits.
“Accounts payable and accrued liabilities” included accrued taxes other than income taxes of $344 million at
December 31, 2020 (2019 – $397 million).
In the second quarter of 2020, the Government of Canada implemented the Canada Emergency Wage
Subsidy (CEWS) as part of its COVID-19 Economic Response Plan. The program’s intent is to help sustain
employment levels by providing expense relief to companies during the pandemic. The company qualified for
these wage subsidies which are recognized throughout the year when received. The relief provided under this
program in 2020, about $155 million before tax, including the company’s proportionate share of a joint
venture, is recognized as a reduction to expense and is included in the Consolidated statement of income,
primarily as part of “Production and manufacturing”.
In the first quarter of 2020, with the change in economic conditions and the reduction in the company’s market
capitalization, the company assessed its goodwill balances for impairment and recognized a non-cash
goodwill impairment charge of $20 million in the company’s Upstream segment. The goodwill impairment is
reflected in “Depreciation and depletion” on the Consolidated statement of income and “Goodwill” on the
Consolidated balance sheet. The remaining balance of goodwill is associated with the Downstream segment.
100
13. Financing and additional notes and loans payable information
millions of Canadian dollars
Debt-related interest (a)
Capitalized interest
Net interest expense
Other interest
Total financing (b)
(a)
(b) The weighted average interest rate on short-term borrowings in 2020 was 0.8 percent (2019 – 1.8 percent, 2018 – 1.5 percent).
2019
138
(48)
90
3
93
2020
102
(41)
61
3
64
Includes related party interest with ExxonMobil.
2018
133
(28)
105
3
108
Average effective rate on the long-term borrowings with ExxonMobil in 2020 was 1.4 percent (2019 – 2.2 percent, 2018 – 2.0
percent).
As at December 31, 2020, the company had borrowed $111 million under an arrangement with an affiliated
company of ExxonMobil that provides for a non-interest bearing, revolving demand loan from ExxonMobil to
the company of up to $150 million. The loan represents ExxonMobil’s share of a working capital facility
required to support purchasing, marketing and transportation arrangements for crude oil and diluent products
undertaken by Imperial on behalf of ExxonMobil.
In response to market conditions, during the second quarter of 2020, the company entered into a $500 million
committed short-term line of credit to May 2021, and a $300 million committed short-term line of credit to June
2021. These facilities were in addition to existing credit facilities of $500 million. The company has not drawn
on these facilities.
In November 2020, the company extended the maturity date of one of its existing $250 million committed
short-term line of credit to November 2021. The company has not drawn on the facility.
The maturity date of the other existing $250 million credit facility remains unchanged at November 2021. The
company has not drawn on the facility.
101
14. Leases
The company generally purchases the property, plant and equipment used in operations, but there are
situations where assets are leased, primarily storage tanks, rail cars, marine vessels and transportation
facilities. Right of use assets and lease liabilities are established on the balance sheet for leases with an
expected term greater than one year, by discounting the amounts fixed in the lease agreement for the
duration of the lease which is reasonably certain, considering the probability of exercising any early
termination and extension options. The portion of the fixed payment related to service costs for tankers and
finance leases is excluded from the calculation of right of use assets and lease liabilities. Usually, assets are
leased only for a portion of their useful lives and are accounted for as operating leases. In limited situations
assets are leased for nearly all of their useful lives and are accounted for as finance leases. In general,
leases are capitalized using the company’s incremental borrowing rate.
Variable payments under these lease agreements are not significant. Residual value guarantees, restrictions,
or covenants related to leases, and transactions with related parties are also not significant. The company’s
activities as a lessor are not material.
The table below summarizes the total lease cost incurred:
millions of Canadian dollars
Operating lease cost
Short-term and other (net of sublease rental income)
Amortization of right of use assets
Interest on lease liabilities
Total lease cost
2020
2019
Operating
leases
157
40
Finance
leases
Operating
leases
151
76
Finance
leases
29
38
67
227
55
40
95
197
The following table summarizes the amounts related to operating leases and finance leases recorded on the
Consolidated balance sheet, weighted average remaining lease term and weighted average discount rates
applied at December 31:
millions of Canadian dollars
Right of use assets
Included in Other assets, including intangibles, net
Included in Property, plant and equipment, net
Total right of use assets
Lease liability due within one year
Included in Accounts payable and accrued liabilities
Included in Notes and loans payable
Long-term lease liability
Included in Other long-term obligations
Included in Long-term debt
Total lease liability
Weighted average remaining lease term (years)
Weighted average discount rate (percent)
2020
2019
Operating
leases
Finance
leases
Operating
leases
Finance
leases
188
188
97
95
192
4
2.5
532
532
-
16
-
510
526
38
7.3
260
260
115
143
258
4
2.6
546
546
15
18
-
514
547
40
7.5
102
The maturity analysis of the company's lease liabilities as at December 31 are summarized below:
millions of Canadian dollars, unless noted
Maturity analysis of lease liabilities
2021
2022
2023
2024
2025
2026 and beyond
Total lease payments
Discount to present value
Total lease liability
2020
2020
Operating
leases
Finance
leases
Operating
leases
Finance
leases
96
49
16
12
3
27
203
(11)
192
53
52
51
50
47
1,040
1,293
(767)
526
In addition to the operating lease liabilities in the table immediately above, at December 31, 2020, additional
undiscounted commitments for leases not yet commenced totalled $27 million (2019 - $6 million).
The table below summarizes the cash paid for amounts included in the measurement of lease liabilities and
the right of use assets obtained in exchange for new lease liabilities:
millions of Canadian dollars
Cash paid for amounts included in the measurement of lease liabilities
Cash flows from operating activities
Cash flows from financing activities
Non-cash right of use assets recorded for lease liabilities
For January 1 adoption of Leases (Topic 842)
In exchange for lease liabilities during the year
2020
2019
Operating
leases
Finance
leases
Operating
leases
Finance
leases
136
63
15
20
147
298
104
45
27
Disclosures under the previous lease standard – Leases (Topic 840)
Net rental cost incurred under both cancelable and non-cancelable operating leases was $221 million in
2018.
103
15. Long-term debt
millions of Canadian dollars
At December 31
Long-term debt (a)
Finance leases (b)
Total long-term debt
(a) Borrowed under an existing agreement with an affiliated company of ExxonMobil that provides for a long-term, variable-rate,
2020
4,447
510
4,957
2019
4,447
514
4,961
Canadian dollar loan from ExxonMobil to the company of up to $7.75 billion at interest equivalent to Canadian market rates. The
agreement is effective until June 30, 2025, cancelable if ExxonMobil provides at least 370 days advance written notice.
(b) Finance leases are primarily associated with transportation facilities and services agreements. The average imputed rate was 7.3
percent in 2020 (2019 – 7.5 percent). Total finance lease obligations also include $16 million in current liabilities (2019 - $18
million). Principal payments on finance leases of approximately $15 million on average per year are due in each of the next four
years after December 31, 2021.
16. Accounting for suspended exploratory well costs
The company continues capitalization of exploratory well costs when the well has found a sufficient quantity
of reserves to justify its completion as a producing well and the company is making sufficient progress
assessing the reserves and the economic and operating viability of the project. The term “project” as used in
this report can refer to a variety of different activities and does not necessarily have the same meaning as in
any government payment transparency reports. At December 31, 2020 the company had no capitalized
suspended exploratory well costs (2019 - $0 million, 2018 - $0 million).
Exploration activity often involves drilling multiple wells, over a number of years, to fully evaluate a project. At
December 31, 2020 the company had no projects with exploratory wells costs capitalized (2019 - 0, 2018 - 0).
104
17. Transactions with related parties
Revenues and expenses of the company also include the results of transactions with affiliated companies of
ExxonMobil in the normal course of operations. These were conducted on terms comparable to those which
would have been conducted with unrelated parties and primarily consisted of the purchase and sale of crude
oil, natural gas, petroleum and chemical products, as well as technical, engineering and research and
development costs. Transactions with ExxonMobil also included amounts paid and received in connection
with the company’s participation in a number of upstream activities conducted jointly in Canada.
In addition, the company has existing agreements with ExxonMobil:
a) To provide computer and customer support services to the company and to share common business and
operational support services that allow the companies to consolidate duplicate work and systems;
b) To operate certain western Canada production properties owned by ExxonMobil, as well as provide for
the delivery of management, business and technical services to ExxonMobil in Canada. These
agreements are designed to provide organizational efficiencies and to reduce costs. No separate legal
entities were created from these arrangements. Separate books of account continue to be maintained for
the company and ExxonMobil. The company and ExxonMobil retain ownership of their respective assets,
and there is no impact on operations or reserves;
c) To provide for the delivery of management, business and technical services to Syncrude Canada Ltd. by
ExxonMobil;
d) To provide for the option of equal participation in new upstream opportunities; and
e) To enter into derivative agreements on each other’s behalf.
Certain charges from ExxonMobil have been capitalized; they are not material in the aggregate.
The amounts of purchases and sales by Imperial in 2020, with ExxonMobil, were $2,424 million and $5,101
million respectively (2019 - $3,245 million and $8,552 million respectively).
As at December 31, 2020, the company had outstanding long-term loans of $4,447 million (2019 – $4,447
million) and short-term loans of $111 million (2019 – $111 million) from ExxonMobil (see note 15, Long-term
debt, on page 104 and note 13, Financing and additional notes and loans payable information, on page 101
for further details). The amount of financing costs with ExxonMobil were $61 million (2019 - $96 million).
Imperial has other related party transactions not detailed above in note 17, as they are not significant.
105
18. Other comprehensive income (loss) information
Changes in accumulated other comprehensive income (loss):
millions of Canadian dollars
Balance at January 1
Postretirement benefits liability adjustment:
2020
(1,911)
2019
(1,517)
2018
(1,815)
Current period change excluding amounts reclassified
from accumulated other comprehensive income
Amounts reclassified from accumulated other comprehensive income
Balance at December 31
(212)
134
(1,989)
(505)
111
(1,911)
158
140
(1,517)
Amounts reclassified out of accumulated other comprehensive income (loss) - before-tax income (expense):
millions of Canadian dollars
Amortization of postretirement benefits liability adjustment
2020
2019
2018
included in net periodic benefit cost (a)
(180)
(148)
(185)
(a) This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (note 5).
Income tax expense (credit) for components of other comprehensive income (loss):
millions of Canadian dollars
Postretirement benefits liability adjustments:
Postretirement benefits liability adjustment (excluding amortization)
Amortization of postretirement benefits liability adjustment
included in net periodic benefit cost
Total
2020
2019
2018
(69)
46
(23)
(165)
37
(128)
59
45
104
106
Supplemental information on oil and gas exploration and production
activities (unaudited)
The information on pages 107 to 108 excludes items not related to oil and natural gas extraction, such as
administrative and general expenses, pipeline operations, gas plant processing fees and gains or losses on
asset sales. The company’s 25 percent interest in proved synthetic oil reserves in the Syncrude joint-venture
is included as part of the company’s total proved oil and gas reserves and in the calculation of the
standardized measure of discounted future cash flows, in accordance with U.S. Securities and Exchange
Commission and U.S. Financial Accounting Standards Board rules. Results of operations, costs incurred in
property acquisitions, exploration and development activities, and capitalized costs include the company’s
share of Kearl, Syncrude and other unproved mineable acreages in the following tables.
Results of operations
millions of Canadian dollars
Sales to customers (a)
Intersegment sales (a) (b)
Production expenses
Exploration expenses
Depreciation and depletion (includes impairments)
Income taxes
Results of operations
2020
2,066
1,777
3,843
3,977
13
2,857
(678)
(2,326)
2019
3,927
2,627
6,554
4,467
47
1,266
(487)
1,261
2018
3,264
1,964
5,228
4,342
19
1,151
(92)
(192)
The amounts reported as costs incurred in property acquisitions, exploration and development activities
include both capitalized costs and costs charged to expense during the year. Costs incurred also include new
asset retirement obligations established in the current year, as well as increases or decreases to the asset
retirement obligation resulting from changes in cost estimates or abandonment date.
Costs incurred in property acquisitions, exploration and development activities
millions of Canadian dollars
Property costs (c)
2020
2019
2018
Proved
Unproved
Exploration costs
Development costs
-
-
13
816
-
2
47
1,176
-
-
19
966
Total costs incurred in property acquisitions, exploration and
development activities
985
(a) Sales to customers or intersegment sales do not include the sale of natural gas and natural gas liquids purchased for resale, as well
1,225
829
as royalty payments or diluent costs. These items are reported gross in note 3 in "Revenues", "Intersegment sales" and in
"Purchases of crude oil and products".
(b) Sales of crude oil to consolidated affiliates are at market value, using posted field prices. Sales of natural gas liquids to consolidated
(c)
affiliates are at prices estimated to be obtainable in a competitive, arm’s-length transaction.
“Property costs” are payments for rights to explore for petroleum and natural gas and for purchased reserves (acquired tangible and
intangible assets such as gas plants, production facilities and producing-well costs are included under “producing assets”). “Proved”
represents areas where successful drilling has delineated a field capable of production. “Unproved” represents all other areas.
107
Capitalized costs
millions of Canadian dollars
Property costs (a)
2020
2019
2,236
Proved
2,342
Unproved
38,975
Producing assets
1,640
Incomplete construction
45,193
Total capitalized cost
(15,695)
Accumulated depreciation and depletion
Net capitalized costs
29,498
(a) “Property costs” are payments for rights to explore for petroleum and natural gas and for purchased reserves (acquired tangible and
intangible assets such as gas plants, production facilities and producing-well costs are included under “producing assets”). “Proved”
represents areas where successful drilling has delineated a field capable of production. “Unproved” represents all other areas.
2,070
2,462
39,785
1,518
45,835
(18,551)
27,284
Standardized measure of discounted future cash flows
As required by the U.S. Financial Accounting Standards Board, the standardized measure of discounted
future net cash flows is computed by applying first-day-of-the-month average prices, year-end costs and
legislated tax rates and a discount factor of 10 percent to net proved reserves. The standardized measure
includes costs for future dismantlement, abandonment and remediation obligations. The company believes
the standardized measure does not provide a reliable estimate of the company's expected future cash flows
to be obtained from the development and production of its oil and gas properties or of the value of its proved
oil and gas reserves. The standardized measure is prepared on the basis of certain prescribed assumptions,
including first-day-of-the-month average prices, which represent discrete points in time and therefore may
cause significant variability in cash flows from year to year as prices change.
Standardized measure of discounted future net cash flows related to proved oil and gas reserves
millions of Canadian dollars
Future cash flows
Future production costs
Future development costs
Future income taxes
Future net cash flows
Annual discount of 10 percent for estimated timing of cash flows
Discounted future cash flows
2020
23,911
(18,787)
(6,096)
(155)
(1,127)
1,065
(62)
2019
166,801
(127,911)
(24,759)
(3,960)
10,171
(4,660)
5,511
2018
174,326
(124,316)
(25,507)
(5,232)
19,271
(10,537)
8,734
Changes in standardized measure of discounted future net cash flows related to proved oil and gas
reserves
millions of Canadian dollars
Balance at beginning of year
Changes resulting from:
Sales and transfers of oil and gas produced,
net of production costs
Net changes in prices, development costs and production costs (a)
Extensions, discoveries, additions and improved recovery,
2020
5,511
2019
8,734
2018
5,136
(447)
(8,661)
(2,441)
(3,117)
(1,117)
1,395
less related costs
Development costs incurred during the year
Revisions of previous quantity estimates
Accretion of discount
Net change in income taxes
259
923
2,157
584
(603)
3,598
Net change
Balance at end of year
8,734
(a) SEC rules require the company’s reserves to be calculated on the basis of average first-day-of-the-month oil and natural gas prices
during the reporting year. Future net cash flows are determined based on the net proved reserves as outlined in the Net Proved
Reserves table.
169
1,016
(168)
643
675
(3,223)
5,511
114
563
459
623
1,776
(5,573)
(62)
108
Net proved reserves (a)
Beginning of year 2018
Revisions
Improved recovery
(Sale) purchase of reserves in place
Discoveries and extensions
Production
End of year 2018
Revisions
Improved recovery
(Sale) purchase of reserves in place
Discoveries and extensions
Production
End of year 2019
Revisions
Improved recovery
(Sale) purchase of reserves in place
Discoveries and extensions
Production
End of year 2020
Liquids (b) Natural gas Synthetic oil
millions of
barrels
billions of
cubic feet
millions of
barrels
Total
oil-equivalent
basis (c)
millions of
barrels
Bitumen
millions of
barrels
44
4
-
-
16
(2)
62
(20)
-
-
4
(5)
41
(29)
-
-
-
(5)
7
641
(66)
-
-
110
(46)
639
(33)
-
(24)
51
(52)
581
(348)
-
(10)
-
(55)
168
282
273
291
167
473
15
-
-
-
(22)
466
(27)
-
-
-
(24)
415
(79)
-
-
133
(25)
444
473
466
415
311
946
2,313
-
-
-
(93)
3,166
(134)
-
-
-
(93)
2,939
(2,757)
-
-
1
(102)
81
591
2,861
2,609
76
1,570
2,321
-
-
34
(125)
3,800
(187)
-
(4)
13
(130)
3,492
(2,923)
-
(2)
134
(141)
560
1,120
3,396
3,095
422
450
404
397
138
Net proved developed reserves included above, as of
January 1, 2018
December 31, 2018
December 31, 2019
December 31, 2020
9
24
22
7
Net proved undeveloped reserves included above, as of
January 1, 2018
December 31, 2018
December 31, 2019
December 31, 2020
(a) Net reserves are the company’s share of reserves after deducting the shares of mineral owners or governments or both. All
359
366
290
1
355
305
330
5
-
-
-
133
35
38
19
-
reported reserves are located in Canada. Reserves of natural gas are calculated at a pressure of 14.73 pounds per square inch at
60°F.
(b) Liquids include crude, condensate and natural gas liquids (NGLs). NGL proved reserves are not material and are therefore included
under liquids.
(c) Gas converted to oil-equivalent at six million cubic feet per one thousand barrels.
The information above describes changes during the years and balances of proved oil and gas reserves at
year-end 2018, 2019 and 2020. The definitions used are in accordance with the U.S. Securities and
Exchange Commission’s Rule 4-10 (a) of Regulation S-X.
Proved oil and natural gas reserves are those quantities of oil and gas, which, by analysis of geoscience and
engineering data, can be estimated with reasonable certainty to be economically producible – from a given
date forward, from known reservoirs, and under existing economic conditions, operating methods and
government regulations – prior to the time at which contracts providing the right to operate expire. In some
cases, substantial new investments in additional wells and other facilities will be required to recover these
proved reserves.
109
In accordance with SEC rules, the year-end reserves volumes, as well as the reserves change categories
shown in the proved reserves tables are required to be calculated on the basis of average prices during the
12-month period prior to the ending date of the period covered by the report, determined as an unweighted
arithmetic average of the first-day-of-the-month price for each month within such period. These reserves
quantities were also used in calculating unit-of-production depreciation rates and in calculating the
standardized measure of discounted net cash flow.
Revisions can include upward or downward changes in previously estimated volumes of proved reserves for
existing fields due to the evaluation or re-evaluation of already available geologic, reservoir or production
data; new geologic, reservoir or production data; or changes in the average of first-day-of-the-month oil and
natural gas prices and / or costs that are used in the estimation of reserves. Revisions can result from
significant changes in either development strategy or production equipment / facility capacity.
At year-end 2016, downward revisions of proved developed and undeveloped bitumen reserves were a result
of low prices. The entire 2.5 billion barrels of bitumen at Kearl and approximately 0.2 billion barrels of bitumen
at Cold Lake no longer qualified as proved reserves under the U.S. Securities and Exchange Commission
definition of proved reserves.
At year-end 2017, an additional 0.3 billion barrels of bitumen at Kearl and Cold Lake qualified as proved
reserves resulting from improved prices in the year. Downward revisions of proved developed synthetic oil
reserves were a result of higher royalty obligations driven by higher pricing and mine plan updates.
As a result of improved prices in 2018, an additional 2.3 billion barrels of bitumen at Kearl qualified as proved
reserves at year-end 2018.
In 2019, downward revisions to proved bitumen reserves were driven by technical and development plan
updates at Kearl, resulting in a decrease of 0.2 billion barrels, partially offset by an increase of 0.1 billion
barrels at Cold Lake associated with an end of field life change driven by pricing. Downward revisions to
proved synthetic oil reserves were a result of higher royalty obligations at Syncrude driven by pricing.
Changes to liquids and natural gas proved reserves were the result of updated development plans at the
Montney and Duvernay unconventional assets and the divestment of conventional properties.
In 2020, downward revisions of proved bitumen reserves were a result of low prices. The 2.2 billion barrels of
bitumen at Kearl and 0.6 billion barrels of bitumen at Cold Lake no longer qualified as proved reserves under
the U.S. Securities and Exchange Commission definition of proved reserves. Downward revisions to proved
synthetic oil reserves were a result of lower prices, offset by the addition of proved undeveloped reserves
associated with future development at Syncrude. Changes to the liquids and natural gas proved reserves
were the result of updated development plans at the Montney and Duvernay unconventional assets and the
divestment of conventional properties.
Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also
increase proved reserves attributable to Imperial. The company does not expect its operations to be affected
by the downward revision of reported proved reserves as disclosed under the U.S. Securities and Exchange
Commission (SEC) definition.
Net proved reserves are determined by deducting the estimated future share of mineral owners or
governments or both. For liquids and natural gas, net proved reserves are based on estimated future royalty
rates as of the date the estimate is made incorporating the applicable governments’ oil and gas royalty
regimes. For bitumen, net proved reserves are based on the company’s best estimate of average royalty
rates over the remaining life of each of the Cold Lake and Kearl fields, and they incorporate the Alberta
government's oil sands royalty regime. For synthetic oil, net proved reserves are based on the company’s
best estimate of average royalty rates over the remaining life of the project, and they incorporate the Alberta
government’s oil sands royalty regime. In all cases, actual future royalty rates may vary with production, price
and costs.
110
Net proved developed reserves are those volumes that are expected to be recovered through existing wells
and facilities with existing equipment and operating methods or in which the cost of the required equipment is
relatively minor compared to the cost of a new well or facility. Net proved undeveloped reserves are those
volumes that are expected to be recovered as a result of future investments to drill new wells, to recomplete
existing wells and / or to install facilities to collect and deliver the production from existing and future wells and
facilities.
111
Quarterly financial data (a)
Financial data (millions of Canadian dollars)
Total revenues and other income
Total expenses
Income (loss) before income taxes
Income taxes
Net income (loss)
Net income (loss) (millions of Canadian dollars)
Upstream
Downstream
Chemical
Corporate and other
Net income (loss)
2020
three months ended
2019
three months ended
Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
6,033
7,496
(1,463)
(317)
(1,146)
5,955
5,952
3
-
3
3,710
4,403
(693)
(167)
(526)
6,690
6,945
(255)
(67)
(188)
8,122
7,757
365
94
271
8,736
8,182
554
130
424
9,261
8,532
729
(483)
1,212
7,982
7,584
398
105
293
(1,192)
106
23
(83)
(1,146)
(74)
77
27
(27)
3
(444)
(32)
7
(57)
(526)
(608)
402
21
(3)
(188)
96
225
(2)
(48)
271
209
221
38
(44)
424
985
258
38
(69)
1,212
58
257
34
(56)
293
Per share information (Canadian dollars)
Net income (loss) per common share - basic (b)
Net income (loss) per common share - diluted (b)
Dividends per common share - declared
(1.56)
(1.56)
0.22
-
-
0.22
(0.72)
(0.72)
0.22
(0.25)
(0.25)
0.22
0.36
0.36
0.22
0.56
0.56
0.22
1.58
1.57
0.22
0.38
0.38
0.19
(a) Quarterly data has not been audited by the company’s independent auditors.
(b) Computed using the average number of shares outstanding during each period. The sum of the four quarters may not add to the full year.
112
Table of contents
Page
Proxy information section
Nominees for director .................................................................................................................................................... 114
Director nominee tables .............................................................................................................................................. 114
Majority voting policy ................................................................................................................................................... 118
Corporate governance disclosure ................................................................................................................................ 119
Corporate governance disclosure at a glance ............................................................................................................. 119
Statement of corporate governance practice............................................................................................................... 120
Composition of our board nominees................................................................................................................... 120
Tenure of our board nominees ........................................................................................................................... 120
Skills and experience of our board members and nominees .............................................................................. 121
Independence of our board members and nominees ......................................................................................... 122
Committee membership of our board ................................................................................................................. 123
Number of meetings ........................................................................................................................................... 123
Attendance of our board members in 2020 ........................................................................................................ 124
Other public company directorships of our board members and nominees ........................................................ 125
Interlocking directorships of our board members ............................................................................................... 125
Director qualification and selection process ....................................................................................................... 126
Director orientation, education and development ............................................................................................... 127
Board performance assessment ........................................................................................................................ 128
Board and committee structure .......................................................................................................................... 128
Director compensation ....................................................................................................................................... 136
Share ownership guidelines of independent directors and chairman, president and chief executive officer ...... 143
Ethical business conduct .................................................................................................................................... 144
Restrictions on insider trading ............................................................................................................................ 145
Diversity ............................................................................................................................................................. 145
Shareholder engagement ................................................................................................................................... 147
Largest shareholder ........................................................................................................................................... 148
Transactions with Exxon Mobil Corporation ....................................................................................................... 148
Company executives and executive compensation .................................................................................................... 150
Named executive officers of the company .................................................................................................................. 150
Other executive officers of the company ..................................................................................................................... 151
Letter to shareholders from the executive resources committee on executive compensation ..................................... 153
Compensation discussion and analysis ...................................................................................................................... 156
Overview ............................................................................................................................................................ 157
Compensation program ...................................................................................................................................... 160
Compensation decision making process and considerations for named executive officers ............................... 169
Executive compensation tables and narratives .................................................................................................. 174
Appendix ......................................................................................................................................................................... 181
Appendix A – Board of director and committee charters .................................................................................... 181
113
Nominees for director
The director nominee tables on the following pages provide information on the seven nominees proposed for
election to the board of directors of the company. All of the nominees, with the exception of M.R. Crocker, are
now directors and have been since the dates indicated. D.C. Brownell is a current director and has chosen
not to stand for re-election. B.W. Corson was appointed to the board and as president of the company on
September 17, 2019 and assumed the additional roles of chairman and chief executive officer on January 1,
2020.
Included in these tables is information relating to the director nominees' biographies, independence status,
expertise, committee memberships, attendance, public board memberships and shareholdings in the
company. The information is as of February 16, 2021, the effective date of this circular, unless otherwise
indicated.
For more information on our director nominees, please see the Statement of corporate governance practice
starting on page 120.
Director nominee tables
David W. Cornhill
Calgary, Alberta, Canada
Nonemployee director (independent)
Age: 67
Director since: November 29, 2017
Skills and experience: Leadership of large organizations, Operations/technical, Project management,
Strategy development, Audit committee financial expert, Financial expertise, Executive compensation,
Environment and sustainability, Risk management
David Cornhill is a director of AltaGas Ltd., and is the chairman of the board of directors of TriSummit Utilities Inc. (formerly AltaGas
Canada Inc.), a privately owned corporation. Mr. Cornhill is a founding shareholder of AltaGas (and its predecessors). He was chief
executive officer of AltaGas from 1994 to 2016 and served as interim co-chief executive officer from July to December 2018. Prior to forming AltaGas, Mr.
Cornhill served in various capacities with Alberta and Southern Gas Co. Ltd, including vice-president, finance and administration, treasurer and president and
chief executive officer. Mr. Cornhill is an experienced leader in the business community and is a strong supporter of communities and community collaboration,
investment and enhancement. He is a member of the Ivey Advisory Board at Western University. Mr. Cornhill holds a BSc (Hons.) degree and a MBA degree
from Western University, and he was awarded an honorary Doctor of Laws degree by the University in 2015.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
IMO Common
Shares
(% of class)
IMO Deferred
Share Units
(DSU)
Total Vested
Equity Holdings
(Common + DSU)
Restricted
Stock Units
(RSU)
Total
Holdings *
(Common + DSU + RSU)
Holdings as at February 16, 2021 (#)
12,500
(<0.01%)
8,184
20,684
11,600
32,284
Total market value as at February 16, 2021 ($)
332,125
217,449
549,574
308,212
857,786
Year over year change (#)
0
4,729
4,729
3,000
7,729
*Meets the necessary share ownership requirements
Board and Committee Membership
Imperial Oil Limited board
Audit committee
Executive resources committee
Public policy and corporate responsibility committee
Nominations and corporate governance committee (Chair)
Community collaboration and engagement committee
Meeting
Attendance 2020
8 of 8 (100%)
4 of 5 (80%)
7 of 7 (100%)
3 of 3 (100%)
4 of 4 (100%)
2 of 2 (100%)
Voting Results of 2020 Annual General Meeting:
Votes in Favour:
661,610,537 (98.90%)
Votes Withheld:
7,375,061 (1.10%)
Public Company Directorships in the Past Five
Years*
- AltaGas Ltd. (2010 – present)
- AltaGas Canada Inc. (2018 – 2020)
- Alterra Power Corp. (2008 – 2018)
- Painted Pony Energy Ltd. (2015 – 2017)
*no public board interlocks
Other Positions in the Past Five Years:
(position, date office held, and status of employer)
- AltaGas Ltd., Chairman of the board (1994 – 2019)
- AltaGas Ltd., Interim co-CEO (July to December 2018)
- AltaGas Ltd., Chief executive officer (1994 – 2016)
114
Bradley W. Corson
Calgary, Alberta, Canada
Non-independent director
Age: 59
Director since: September 17, 2019
Skills and experience: Leadership of large organizations, Operations/technical, Project management,
Global experience, Strategy development, Financial expertise, Government relations, Executive
compensation, Environment and sustainability, Risk management
Mr. Corson was appointed as president and a director of Imperial Oil Limited on September 17, 2019, and assumed the additional
roles of chairman and chief executive officer on January 1, 2020. Mr. Corson has worked for Exxon Mobil Corporation and its predecessor companies since
1983 in various upstream and downstream assignments, with responsibilities in the United States, Hong Kong and London. In his previous position, Mr. Corson
was vice-president of Exxon Mobil Corporation and president of ExxonMobil Upstream Ventures, a division of Exxon Mobil Corporation.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
Holdings as at February 16, 2021 (#)
Total market value as at February 16, 2021 ($)
Year over year change (#)
IMO Common
Shares
(% of class)
0
IMO Deferred
Share Units
(DSU)
0
Total Vested
Equity Holdings
(Common + DSU)
0
0
0
0
0
0
0
Restricted
Stock Units
(RSU)
156,400
4,155,548
78,200
Total
Holdings *
(Common + DSU + RSU)
156,400
4,155,548
78,200
Board and Committee Membership
*Has three years from appointment as chairman and chief executive officer to meet the necessary share ownership requirements
Public Company Directorships in the Past Five
Years*
None
*no public board interlocks
Meeting
Attendance 2020
8 of 8 (100%)
2 of 2 (100%)
Imperial Oil Limited board (Chair)
Community collaboration and engagement committee
Voting Results of 2020 Annual General Meeting:
Votes in Favour:
644,504,046 (96.34%)
Votes Withheld:
24,481,552 (3.66%)
Other Positions in the Past Five Years:
(position, date office held, and status of employer)
- President, Imperial Oil Limited (2019 – present)
- President, ExxonMobil Upstream Ventures
(2015 – 2019) (Affiliate)
Matthew R. Crocker
Spring, Texas, United States of America
Non-independent director
Age: 47
Director since: Not currently a member of the board; first nomination for election as director
Skills and experience: Leadership of large organizations, Operations/technical, Project management,
Global experience, Strategy development, Financial expertise, Government relations, Executive
compensation, Environment and sustainability, Risk management
M.R. (Matthew) Crocker is senior vice-president, fuels at ExxonMobil Fuels & Lubricants Company since September, 2020. He is
responsible for the downstream global fuels value chain, from crude to customer. Mr. Crocker has also held leadership positions
within refining, upstream business development, chemicals and controllers. Prior to his current position, Mr. Crocker was vice-president, strategy and
portfolio management, covering the full scope of ExxonMobil’s upstream business.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
Holdings as at February 16, 2021 (#)
Total market value as at February 16, 2021 ($)
Year over year change (#)
*No share ownership guidelines apply
Board and Committee Membership
Not currently a member of the board or any of its
committees
IMO Common
Shares
(% of class)
0
IMO Deferred
Share Units
(DSU)
0
Total Vested
Equity Holdings
(Common + DSU)
0
0
0
0
0
0
0
Restricted
Stock Units
(RSU)
Total
Holdings *
(Common + DSU + RSU)
0
0
0
0
0
0
Meeting
Attendance 2020
Public Company Directorships in the Past Five
Years*
n/a
None *no public board interlocks
Voting Results of 2020 Annual General Meeting:
Votes in Favour:
n/a
Votes Withheld:
n/a
Other Positions in the Past Five Years:
(position, date office held, and status of employer)
- Senior vice president, fuels, ExxonMobil Fuels & Lubricants Company
(2020 – Present) (Affiliate)
- Vice-president, strategy and portfolio management, ExxonMobil Upstream
Business Development Company (2019 – 2020) (Affiliate)
- Special assignment, strategy and portfolio management, ExxonMobil
Upstream Business Development Company (2019) (Affiliate)
- Vice-president, intermediates, performance derivatives, ExxonMobil Chemical
Company (2017 – 2019) (Affiliate)
- Project executive, ExxonMobil Refining & Supply (2016 – 2017) (Affiliate)
- Manager, Baytown refinery, Exxon Mobil Corporation (2014 – 2016) (Affiliate)
115
Krystyna T. Hoeg
Toronto, Ontario, Canada
Nonemployee director (independent)
Age: 71
Director since: May 1, 2008
Skills and experience: Leadership of large organizations, Project management, Global experience,
Strategy development, Audit committee financial expert, Financial expertise, Executive compensation,
Environment and sustainability, Risk management
Ms. Hoeg was the president and chief executive officer of Corby Distilleries Limited from 1996 until her retirement in February 2007.
She previously held several positions in the finance and controllers functions of Allied Domecq PLC and Hiram Walker & Sons Limited. Prior to that, she spent
five years in public practice as a chartered accountant with the accounting firm Touche Ross. She is currently a director of New Flyer Industries Inc. and is also
a director of Samuel, Son & Co. Limited, Revera Inc. and Arterra Wines Canada Inc., privately owned corporations. Ms. Hoeg is a past chair of the board of the
Michael Garron Hospital.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
Holdings as at February 16, 2021 (#)
Total market value as at February 16, 2021 ($)
Year over year change (#)
0
0
IMO Common
Shares
(% of class)
0
IMO Deferred
Share Units
(DSU)
46,713
Total Vested
Equity Holdings
(Common + DSU)
46,713
Restricted
Stock Units
(RSU)
16,200
1,241,164
1,241,164
430,434
Total
Holdings *
(Common + DSU + RSU)
62,913
1,671,598
7,967
7,967
2,000
9,967
*Meets the necessary share ownership requirements
Board and Committee Membership
Imperial Oil Limited board
Audit committee (Chair)
Executive resources committee
Public policy and corporate responsibility committee
Nominations and corporate governance committee
Community collaboration and engagement committee
Meeting
Attendance 2020
8 of 8 (100%)
5 of 5 (100%)
7 of 7 (100%)
3 of 3 (100%)
4 of 4 (100%)
2 of 2 (100%)
Voting Results of 2020 Annual General Meeting:
Votes in Favour:
662,212,058 (98.99%)
Votes Withheld:
6,773,540 (1.01%)
Miranda C. Hubbs
Toronto, Ontario, Canada
Public Company Directorships in the Past Five
Years*
- New Flyer Industries Inc. (2015 – Present)
- Sun Life Financial Inc. (2002 – 2016)
*no public board interlocks
Other Positions in the Past Five Years:
(position, date office held, and status of employer)
None
Nonemployee director (independent)
Age: 54
Director since: July 26, 2018
Skills and experience: Global experience, Strategy development, Audit committee financial expert,
Financial expertise, Information technology/cybersecurity oversight, Executive compensation,
Environment and sustainability, Risk management
Miranda Hubbs is currently an independent director of Nutrien Ltd. and PSP Investments (Public Sector Pension Investment Board).
Ms. Hubbs serves as vice-chair of the board of the Canadian Red Cross and is a founding member and national co-chair of the Canadian Red Cross Tiffany
Circle—Women Leading Through Philanthropy. Prior to retirement in 2011, Ms. Hubbs was executive vice president and managing director of McLean
Budden. Ms. Hubbs holds a BSc from Western University and an MBA from Schulich School of Business at York University and is a CFA charterholder and a
National Association of Corporate Directors Governance Fellow. Ms. Hubbs serves on the ICD Climate Strategy Advisory Board and the Global Risk Institute
Sustainable Finance Advisory Committee, holds the Fundamentals of Sustainability Accounting credential from the Sustainability Accounting Standards Board,
and has received her CERT Certificate in Cybersecurity Oversight issued by the Software Engineering Institute at Carnegie Mellon University.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
Holdings as at February 16, 2021 (#)
Total market value as at February 16, 2021 ($)
Year over year change (#)
IMO Common
Shares
(% of class)
0
0
0
IMO Deferred
Share Units
(DSU)
10,913
289,958
6,306
Total Vested
Equity Holdings
(Common + DSU)
10,913
289,958
6,306
Restricted
Stock Units
(RSU)
9,000
239,130
3,000
Total
Holdings *
(Common + DSU + RSU)
19,913
529,088
9,306
*Meets the necessary share ownership requirements
Board and Committee Membership
Imperial Oil Limited board
Audit committee
Executive resources committee
Public policy and corporate responsibility committee
Nominations and corporate governance committee
Community collaboration and engagement committee (Chair)
Meeting
Attendance 2020
8 of 8 (100%)
5 of 5 (100%)
7 of 7 (100%)
3 of 3 (100%)
4 of 4 (100%)
2 of 2 (100%)
Public Company Directorships in the Past Five
Years*
- Nutrien Ltd. (2018 – present)
- Agrium Inc. (2016 – 2018)
- Spectra Energy Corporation (2015 – 2017)
*no public board interlocks
Voting Results of 2020 Annual General Meeting:
Votes in Favour:
665,197,308 (99.43%)
Votes Withheld:
3,788,290 (0.57%)
Other Positions in the Past Five Years:
(position, date office held, and status of employer)
None
116
Jack M. Mintz
Calgary, Alberta, Canada
Nonemployee director (independent)
Age: 69
Director since: April 21, 2005
Skills and experience: Global experience, Strategy development, Financial expertise, Government relations,
Academic/research, Executive compensation, Environment and sustainability, Risk management
Dr. Mintz is currently the President’s Fellow at the University of Calgary’s School of Public Policy, a position he has held since
July 2015. Dr. Mintz also serves as the national policy advisor for EY (formerly Ernst & Young), Senior Fellow at the C.D. Howe
Institute, Distinguished Fellow at the MacDonald-Laurier Institute and board member of the Canada West Foundation. From 2006 to 2015, Dr. Mintz was the
founding Director and Palmer Chair in Public Policy for the University of Calgary, and from 1999 to 2006, he was the president and chief executive officer of
the C.D. Howe Institute. Prior to 2007, he also held professor positions at Queen's University and the Joseph L. Rotman School of Management at the
University of Toronto. Dr. Mintz also has published widely in the fields of public economics and fiscal federalism, has been an advisor to governments on
fiscal matters, and has frequently published articles in national newspapers and magazines. Dr. Mintz received the Order of Canada in 2015.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
Holdings as at February 16, 2021 (#)
Total market value as at February 16, 2021 ($)
Year over year change (#)
IMO Common
Shares
(% of class)
1,000
(<0.01%)
26,570
0
IMO Deferred
Share Units
(DSU)
Total Vested
Equity Holdings
(Common + DSU)
Restricted
Stock Units
(RSU)
Total
Holdings *
(Common + DSU + RSU)
42,205
43,205
1,121,387
7,757
1,147,957
7,757
16,200
430,434
2,000
59,405
1,578,391
9,757
*Meets the necessary share ownership requirements
Board and Committee Membership
Imperial Oil Limited board
Audit committee
Executive resources committee
Public policy and corporate responsibility committee (Chair)
Nominations and corporate governance committee
Community collaboration and engagement committee
Meeting
Attendance 2020
8 of 8 (100%)
5 of 5 (100%)
7 of 7 (100%)
3 of 3 (100%)
4 of 4 (100%)
2 of 2 (100%)
Public Company Directorships in the Past Five
Years*
- Morneau Shepell Inc. (2010 – 2020)
*no public board interlocks
Voting Results of 2020 Annual General Meeting:
Votes in Favour:
659,539,737 (98.59%)
Votes Withheld:
9,445,861 (1.41%)
Other Positions in the Past Five Years:
(position, date office held, and status of employer)
None
David S. Sutherland
Scottsdale, Arizona, United States of America
Nonemployee director (independent)
Age: 71
Director since: April 29, 2010
Skills and experience: Leadership of large organizations, Operations/technical, Global experience,
Strategy development, Audit committee financial expert, Financial expertise, Government relations,
Executive compensation, Environment and sustainability, Risk management
In July 2007, Mr. Sutherland retired as president and chief executive officer of the former IPSCO, Inc. after spending 30 years with the
company and more than five years as president and chief executive officer. Mr. Sutherland is the chairman of the board of United States Steel Corporation and
director of GATX Corporation. Mr. Sutherland is also chairman of Graham Group Ltd., an employee owned corporation and is a director of Steelcraft Inc., a privately
owned corporation. Mr. Sutherland is a former chairman of the American Iron and Steel Institute and served as a member of the board of directors of the Steel
Manufacturers Association, the International Iron and Steel Institute, the Canadian Steel Producers Association and the National Association of Manufacturers.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
Holdings as at February 16, 2021 (#)
Total market value as at February 16, 2021 ($)
Year over year change (#)
IMO Common
Shares
(% of class)
55,000
(<0.01%)
1,461,350
0
IMO Deferred
Share Units
(DSU)
Total Vested
Equity Holdings
(Common + DSU)
Restricted
Stock Units
(RSU)
Total
Holdings *
(Common + DSU + RSU)
39,388
94,388
1,046,539
7,627
2,507,889
7,627
16,200
430,434
2,000
110,588
2,938,323
9,627
*Meets the necessary share ownership requirements
Board and Committee Membership
Imperial Oil Limited board
Audit committee
Executive resources committee (Chair)
Public policy and corporate responsibility committee
Nominations and corporate governance committee
Community collaboration and engagement committee
Meeting
Attendance 2020
8 of 8 (100%)
5 of 5 (100%)
6 of 7 (86%)
3 of 3 (100%)
4 of 4 (100%)
2 of 2 (100%)
Public Company Directorships in the Past Five
Years*
- GATX Corporation (2007 – Present)
- United States Steel Corporation (2008 – Present)
*no public board interlocks
Voting Results of 2020 Annual General Meeting:
Votes in Favour:
662,963,880 (99.10%)
Votes Withheld:
6,021,718 (0.90%)
Other Positions in the Past Five Years:
(position, date office held, and status of employer)
None
117
Footnotes to director nominee tables on pages 114 through 117:
(a) The information includes the beneficial ownership of common shares of Imperial Oil Limited, which information not being
within the knowledge of the company has been provided by the nominees individually.
(b) The company's plan for restricted stock units for nonemployee directors is described on page 139. The company's plan for
deferred share units for nonemployee directors is described on page 138. The company's plan for restricted stock units for
selected employees is described on page 163.
(c) The numbers for the company's restricted stock units represent the total of the outstanding restricted stock units received in
2014 through 2020 and deferred share units received since directors’ appointment.
(d) The value for Imperial Oil Limited common shares, deferred share units and restricted stock units is based on the closing
price for Imperial Oil Limited common shares on the Toronto Stock Exchange of $26.57 on February 16, 2021.
Director and nominee holdings in Exxon Mobil Corporation (a)
Director
XOM Common
Shares
(#)
XOM Restricted
Stock
(#)
(b)
Total Common
Shares and
Restricted Stock
(#)
Total Market Value of
Common Shares and
Restricted Stock
($)
(c)
D.C. Brownell (d)
3,217
77,000
80,217
5,294,927
B.W. Corson
87,758
116,100
203,858
13,456,164
M.R. Crocker
17,915
77,600
95,515
6,304,710
D.S. Sutherland
5,730
-
5,730
378,223
(a) Holdings as at February 16, 2021. The information includes the beneficial ownership of common shares of Exxon Mobil
Corporation, which information not being within the knowledge of the company has been provided by the nominees and
directors individually. None of these individuals own more than 0.01 percent of the outstanding shares of Exxon Mobil
Corporation. D.W. Cornhill, K.T. Hoeg, M.C. Hubbs and J.M. Mintz do not own common shares or hold restricted stock of
Exxon Mobil Corporation.
(b) The numbers for Exxon Mobil Corporation restricted stock include outstanding restricted stock and restricted stock units
granted under its restricted stock plan which is similar to the company's restricted stock unit plan.
(c) The value for Exxon Mobil Corporation common shares and restricted stock is based on the closing price for Exxon Mobil
Corporation common shares on the New York Stock Exchange of $52.04 U.S., which is converted to Canadian dollars at the
daily rate of exchange of $1.2684 provided by the Bank of Canada for February 16, 2021.
(d) D.C. Brownell is a current director and has chosen not to stand for re-election. Mr. Brownell does not hold any Imperial Oil
Limited common shares, restricted stock units or deferred share units.
Majority voting policy
In order to better align with the Canadian Coalition for Good Governance’s policy, “Governance
Differences of Equity Controlled Corporations”, in 2012, the board of directors of the company passed a
resolution adopting a majority voting policy. As of the date of this circular, Exxon Mobil Corporation holds
69.6 percent of the company’s shares. If Exxon Mobil Corporation’s shareholdings were ever to fall below
50 percent, the company’s policy provides that for any non-contested election of directors, any director
nominee who receives a greater number of votes "withheld" from his or her election than votes "for" in
such election shall tender his or her resignation. Within 90 days after certification of the election results,
the board of directors will decide, through a process managed by the nominations and corporate
governance committee and excluding the nominee in question, whether to accept the resignation. Absent
a compelling reason for the director to remain on the board, the board shall accept the resignation. The
board will promptly disclose its decision and, if applicable, the reasons for rejecting the tendered
resignation.
118
Corporate governance disclosure
Corporate governance at a glance
Controlled company
Size of board
Number of independent directors
Women on board
Average attendance of directors at board and committee meetings
Independent chair of the executive sessions
In camera sessions of independent directors at every board meeting
Independent status of audit committee
Audit committee members financially literate
Independent status of executive resources committee
Independent status of nominations and corporate governance committee
Majority of independent directors on all committees
Individual director elections
Average tenure of director nominees (approximate)
Average age of director nominees (approximate)
Mandatory retirement age
Majority voting policy
Separate board chair and CEO
Number of board interlocks
No director serves on more than two boards of another reporting issuer
Share ownership requirements for independent directors
Share ownership requirements for chairman and chief executive officer
Board orientation and education program
Code of business conduct and ethics
Board and committee charters
Position descriptions for the chairman and chief executive officer and the chair of each committee
Skills matrix for directors
Annual board evaluation process
Annual advisory vote on executive compensation
Dual-class shares
Change of control agreements
119
Yes
7
5
2
99%
Yes
Yes
100%
All
83%
83%
Yes
Yes
6.5 years
62 years
72 years
Yes
No
None
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
No
No
Statement of corporate governance practice
This section provides information pertaining to our board, the committees of the board, ethics, diversity
and shareholder engagement. The company is committed to high corporate governance standards and
best practices. The company’s corporate governance policies and practices comply with and in most
cases exceed the requirements of National Instrument 52-110 Audit Committees (NI 52-110), National
Policy 58-201 Corporate Governance Guidelines (NP 58-201) and National Instrument 58-101 Disclosure
of Corporate Governance Practices (NI 58-101). The company’s common shares trade on the Toronto
Stock Exchange and the NYSE American LLC and our corporate governance practices reflect the
standards of these exchanges. In accordance with NYSE American LLC requirements for non-U.S.
companies, the company is in compliance with NYSE American standards in all significant respects
except as described on the company’s website at www.imperialoil.ca.
The company continually reviews its governance practices and monitors regulatory changes.
Composition of our board nominees
Gender
29%
71%
Men
Women
Independence
Regional Association
29%
Independent
30%
30%
71%
Not
Independent
40%
Eastern
Canada
Western
Canada
United States
Public Company
Board Experience
Energy Industry
Experience
29%
Public
Board
Experience
No Public
Board
Experience
71%
43%
57%
Energy
industry
experience
Non-energy
industry
experience
CEO Experience
43%
57%
CEO
Experience
No CEO
Experience
More information on diversity, including on the board and among executive officers of the company, can be
found at page 145.
Tenure of our board nominees
The board charter provides that incumbent directors will not be re-nominated if they have attained the age of
72, except under exceptional circumstances and at the request of the chairman. The company does not have
term limits for independent directors because it values the comprehensive knowledge of the company that
long serving directors possess and independent directors are expected to remain qualified to serve for a
minimum of five years. The following chart shows the current years of service of the nominees for the board
of directors and the year they would normally be expected to retire from the board.
Name of director nominee
Years of service on the board
Year of expected retirement from
the board for independent directors
D.W. Cornhill
B.W. Corson
M.R. Crocker (a)
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
D.S. Sutherland
3 years
1 year
-
13 years
2 years
16 years
11 years
2026
-
-
2022
2039
2023
2022
(a) M.R. Crocker is being nominated for election as a director at the annual meeting of shareholders and is not currently a
director.
120
Skills and experience of our board members and nominees
Our directors bring a wide range of skills, diversity and experience.
The current directors and director nominees collectively have the experience and expertise required to ensure
effective oversight, stewardship and governance of the company. The key areas of experience and skills for
each of the nominees for election as directors can also be found in each of the nominees tables on pages 114
through 117 of this circular.
The table below sets out the diverse skill set required of the board and identifies the particular experience,
qualifications, attributes, and skills of each director and nominee that led the board to conclude that such
person should serve as a director of the company.
D.C.
Brownell
(a)
D.W.
Cornhill
B.W.
Corson
M.R.
Crocker
(b)
K.T.
Hoeg
M.C.
Hubbs
J.M.
Mintz
D.S.
Sutherland
Leadership of large
organizations
Operations / technical
Project management
Global experience
Strategy development
Environment and
sustainability
Audit committee
financial expert
Financial expertise
Government relations
Academic / research
Information technology /
cybersecurity oversight
Executive compensation
Risk Management
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
(a) D.C. Brownell is a current director and has chosen not to stand for re-election at the annual meeting of shareholders.
(b) M.R. Crocker is being nominated for election as a director at the annual meeting of shareholders and is not currently a director.
121
Independence of our board members and nominees
Five out of seven of the director nominees are independent.
The board is currently composed of seven directors, six of whom will be standing for re-election at the annual
meeting of shareholders on May 4, 2021. D.C. Brownell is a current director and has chosen not to stand for
re-election. M.R. Crocker is not currently a director and is being nominated for election as a director. The
majority of the board and nominees (five out of seven) are independent. The independent directors are not
employees of the company.
The board determines independence on the basis of the standards specified by National Instrument
52-110 Audit Committees (NI 52-110), the U.S. Securities and Exchange Commission rules and the listing
standards of the NYSE American LLC. The board has reviewed relevant relationships between the company
and each nonemployee director and director nominee to determine compliance with these standards.
Based on the directors’ responses to an annual questionnaire, the board determined that none of the
independent directors has any interest, business or other relationship that could or could reasonably be
perceived to constitute a material relationship with the company. B.W. Corson is a director and chairman,
president and chief executive officer of the company and not considered to be independent. The board
believes that Mr. Corson’s extensive knowledge of the business of the company and Exxon Mobil
Corporation is beneficial to the other directors and his participation enhances the effectiveness of the board.
D.C. Brownell is also a non-independent director as he is an employee of Exxon Mobil Corporation. Mr.
Brownell has chosen not to stand for re-election at the annual meeting of shareholders. Director nominee,
M.R. Crocker, holds the position of senior vice-president, fuels at ExxonMobil Fuels & Lubricants Company,
a division of Exxon Mobil Corporation and if elected will also be a non-independent director. The company
believes that Mr. Brownell, and Mr. Crocker, although deemed non-independent under the relevant
standards by virtue of their employment, can be viewed as independent of the company's management and
that their ability to reflect the perspective of the company’s shareholders enhances the effectiveness of the
board.
Name of director Management
Independent
Not
independent
Reason for non-independent status
■
■
■
D.C. Brownell is an employee of Exxon Mobil Corporation.
Mr. Brownell has chosen not to stand for re-election and
will cease to be a director on May 4, 2021.
B.W. Corson is a director and chairman, president and
chief executive officer of Imperial Oil Limited.
M.R. Crocker is an employee of Exxon Mobil
Corporation. Mr. Crocker is a nominee for election as
a director at the annual meeting of shareholders.
D.C. Brownell
D.W. Cornhill
B.W. Corson
■
M.R. Crocker
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
D.S. Sutherland
■
■
■
■
■
122
Committee membership of our board
Each committee is chaired by a different independent director and
all of the independent directors are members of each committee.
The chart below shows the company's current committee memberships and the chair of each committee.
Director
Nominations
and corporate
governance
committee
Audit
committee
(b)
Public policy
and corporate
responsibility
committee
Executive
resources
committee
Community
collaboration
and engagement
committee
D.C. Brownell (a)
D.W. Cornhill (c)
B.W. Corson (a)
K.T. Hoeg (c)
M.C. Hubbs (c)
J.M. Mintz
D.S. Sutherland (c)
■
■
Chair
-
■
■
■
■
-
■
-
■
Chair
■
■
■
■
■
-
■
■
■
Chair
■
■
■
-
■
■
■
■
Chair
■
■
■
■
■
Chair
■
■
(a) Not independent directors. D.C. Brownell is a current director and has chosen not to stand for re-election.
(b) All members of the audit committee are independent and financially literate within the meaning of National Instrument 52-
110 Audit Committees and the listing standards of the NYSE American LLC.
(c) Audit committee financial experts under U.S. regulatory requirements.
Number of meetings
The chart below shows the number of board, committee and annual meetings held in 2020. This includes
seven regular meetings and one additional special meeting of the board that was held in relation to COVID-19
and market conditions that arose during 2020. Due to public health recommendations and restrictions related
to COVID-19 and for the health and safety of our directors and employees, all meetings from March 2020
onwards were conducted virtually. More information on the board’s activities in relation to COVID-19 and
market conditions can be found in the Risk oversight section starting on page 129.
Board or committee
Number of meetings held in 2020
Imperial Oil Limited board
Audit committee
Executive resources committee
Public policy and corporate responsibility committee
Nominations and corporate governance committee
Community collaboration and engagement committee
Annual meeting of shareholders
8
5
7
3
4
2
1
123
Attendance of our board members in 2020
99% board and committee meeting attendance from all members.
The following chart provides a summary of the attendance record of each of the directors in 2020. The
attendance record of each director nominee is also set out in his or her biographical information on pages
114 through 117. The attendance chart also provides an overall view of the attendance per committee.
Senior management directors and other members of management periodically attend committee meetings at
the request of the committee chair.
Director
Board
Audit
committee
Executive
resources
committee
Public policy
and corporate
responsibility
committee
Nominations
and
corporate
governance
committee
Community
collaboration
and
engagement
committee
Annual
meeting
Total
Percentage
by director
D.C.
Brownell
D.W.
Cornhill
8 of 8
-
7 of 7
3 of 3
4 of 4
2 of 2
1 of 1
25 of
25
100%
8 of 8
4 of 5
7 of 7
3 of 3
4 of 4
(chair)
2 of 2
1 of 1
29 of
30
97%
B.W.
Corson
8 of 8
(chair)
-
-
-
-
2 of 2
-
K.T.
Hoeg
8 of 8
5 of 5
(chair)
7 of 7
3 of 3
4 of 4
2 of 2
1 of 1
10 of
10
100%
30 of
30
100%
M.C.
Hubbs
J.M.
Mintz
8 of 8
5 of 5
7 of 7
3 of 3
4 of 4
2 of 2
(chair)
1 of 1
30 of
30
100%
8 of 8
5 of 5
7 of 7
3 of 3
(chair)
4 of 4
2 of 2
1 of 1
30 of
30
100%
D.S.
Sutherland
8 of 8
5 of 5
6 of 7
(chair)
3 of 3
4 of 4
2 of 2
1 of 1
29 of
30
97%
Percentage
by
committee
100%
96%
98%
100%
100%
100%
100%
183
of
185
Overall
attendance
98.9%
124
Other public company directorships of our board members and nominees
No director or nominee serves on more than two boards of another reporting issuer.
The following table shows which directors and nominees serve on the boards of other reporting issuers and
the committee memberships in those companies.
Name of
director
Other reporting issuers of
which director or nominee
is also a director
Type of company
Stock
symbol:
Exchange
Committee appointments
D.C.
Brownell (a)
-
-
-
-
D.W.
Cornhill
B.W.
Corson
M.R.
Crocker (b)
K.T.
Hoeg
M.C.
Hubbs
AltaGas Ltd.
Diversified energy
company
ALA:TSX
No committees
-
-
-
-
-
-
-
-
New Flyer Industries Inc.
Manufacturer of heavy
duty transit buses
NFI:TSX
Audit committee
Nutrien Ltd.
Fertilizer manufacturing
NTR:TSX,
NYSE
Corporate governance and
nominating committee and
Safety and sustainability
committee (chair)
J.M.
Mintz
-
-
-
-
D.S.
Sutherland
GATX Corporation
United States Steel
Corporation
Commercial rail vehicles
and aircraft engines –
shipping
GMT:NYSE
Compensation committee
(chair)
Iron and steel
X:NYSE
Chairman of the board
(a) D.C. Brownell is a current director and has chosen not to stand for re-election at the annual meeting of shareholders.
(b) M.R Crocker is not currently a director and is being nominated for election as a director at the annual meeting of
shareholders.
Interlocking directorships of our board members
As of the date of this proxy circular, there are no interlocking public company directorships among the
directors listed in this circular.
125
Director qualification and selection process
The nominations and corporate governance committee is responsible for identifying and recommending
new candidates for board nomination. The committee identifies candidates from a number of sources,
including executive search firms and referrals from existing directors. The process for selection is
described in paragraph 10 (a) of the Board of Directors Charter found in Appendix A of this circular. The
committee will consider potential future candidates as required.
In considering the qualifications of potential nominees for election as directors, the nominations and
corporate governance committee considers the work experience and other areas of expertise of the
potential nominees, with the objective of providing for diversity among the nonemployee directors. The
following key criteria are considered to be relevant to the work of the board of directors and its committees:
Work experience
Experience in leadership of businesses or other large organizations (Leadership of large
organizations)
Operations/technical experience (Operations / technical)
Project management experience (Project management)
Experience in working in a global work environment (Global experience)
Experience in development of business strategy (Strategy development)
Experience with environmental, health, community relations and/or safety policy, practices and
management (Environment and sustainability)
Other expertise
Audit committee financial expert (also see the financial expert section in the audit committee table
starting on page 132)
Expertise in financial matters (Financial expertise)
Expertise in managing relations with government (Government relations)
Experience in academia or in research (Academic / research)
Expertise in information technology and cybersecurity oversight (Information technology /
cybersecurity oversight)
Expertise in executive compensation policies and practices (Executive compensation)
Expertise in oversight of risk management policies and practices (Risk management)
The nominations and corporate governance committee may consider the following additional factors in
assessing potential nominees:
possessing expertise in any of the following areas: law, science, marketing, administration,
social/political environment or community and civic affairs;
individual competencies in business and other areas of endeavour in contributing to the collective
experience of the directors; and
providing diversity of age, regional association, gender and other diversity elements (including
Aboriginal peoples, persons with disabilities and members of visible minorities).
The nominations and corporate governance committee assesses the work experience and other expertise
each existing director possesses and whether the candidate is able to fill any gaps in such experience,
expertise and diversity of age, regional association, gender and other diversity elements. Consideration is
also given to whether candidates possess the ability to contribute to the broad range of issues with which
the board and its committees must deal, are able to devote the necessary amount of time to prepare for
and attend board and committee meetings and are free of any potential legal impediment or conflict of
interest.
Candidates are expected to remain qualified to serve for a minimum of five years and independent
directors are expected to achieve ownership of no less than 15,000 common shares, deferred share units
and restricted share units within five years of becoming an independent director.
When the committee is recommending candidates for re-nomination, it assesses such candidates against
the criteria for re-nomination as set out in paragraph 10 (b) of the Board of Directors Charter found in
Appendix A of this circular. Candidates for re-nomination are expected not to change their principal
position, the thrust of their involvement or their regional association in a way that would significantly detract
from their value as a director of the corporation. They are also expected to continue to be compatible with
the criteria that led to their selection as nominees.
126
Director orientation, education and development
The company regularly provides in-depth presentations to the directors on relevant
and emerging issues and encourages continuing education opportunities.
The corporate secretary organizes an orientation program for all new directors. In a series of meetings
over several days, new directors are briefed by staff and functional managers on all significant areas of the
company's operations, industry specific topics, risk oversight and regulatory issues. New directors are also
briefed on significant company policies, organizational structure, security, information technology
management and on critical planning and reserves processes. They also receive key governance and
disclosure documents and a comprehensive board manual which contains a record of historical
information about the company, by-laws, company policies, the charters of the board and its committees,
other relevant company business information, information on directors’ duties and additional board related
activities and calendars.
Continuing education is provided to board and committee members through regular presentations by
management, which focus on providing more in-depth information about key aspects of the business.
Subject to exceptional circumstances, each year the board has an extended meeting that focuses on a
particular area of the company's operations and includes a visit to one or more of the company's operating
sites or a site of relevance. Due to public health recommendations and restrictions related to COVID-19, a
site visit was not possible in 2020. However, the board actively engaged with management on pandemic
specific topics such as response and mitigation plans and actions, health and safety initiatives, and site-
specific issues throughout the pandemic. Further, the board focused on strategic financial and business
actions in response to the pandemic and challenging market conditions. It also held refresher reviews of
key risk topics in connection with the pandemic, such as crisis communication. More information on the
board’s activities in relation to COVID-19 and market conditions can be found in the Risk oversight section
starting on page 129.
Although 2020 was an unprecedented year with a number of unique challenges, the board and its
committees continued to receive regular presentations and updates that focused on performance, strategy
and opportunities for the business. Some of these presentations included an asset impairment review, an
investor relations review, numerous environmental, social and governance reviews, climate risk and
carbon policy updates, a review of environmental performance, community engagement and investment
updates, ongoing reviews of upstream and downstream performance and improvement plans, a review on
research and technology, and a competition and anti-corruption review. The board was also provided an
information technology and cybersecurity update including strategic cybersecurity priorities, key security
initiatives and mitigation efforts and system improvements throughout the year.
Members of ExxonMobil’s management also provide reviews of various aspects of ExxonMobil’s global
business. In 2020, the directors received a presentation on ExxonMobil’s information technology and
cybersecurity framework and operations, as well as an overview of ExxonMobil’s industry environment,
energy outlook update and corresponding strategic objectives.
Members of the board also receive an extensive package of materials prior to each board meeting that
provides a comprehensive summary on each agenda item to be discussed. Similarly, the committee
members also receive a comprehensive summary on each agenda item to be discussed by that particular
committee. Informational communications and other written publications or reports of interest to the
directors are also forwarded routinely.
The board members are canvassed as to whether there are any additional topics relevant to the board or
to a specific committee that they would like to see addressed, and management schedules presentations
covering these areas. In addition, at every meeting the board receives an extensive update from the
chairman, president and chief executive officer on business environment trends, relevant geopolitical
activities, federal government priorities, key provincial issues and competitor activities, as appropriate.
Directors are encouraged to participate in other continuing education programs and events to ensure their
skills and knowledge remain current.
127
Board performance assessment
The board and its committees, as well as the performance of the directors, are assessed on an annual
basis. For 2020, the directors engaged in a performance assessment with the chairman, president and
chief executive officer, which includes discussion and evaluation of the board and each committee’s
effectiveness in various areas. The chairman, president and chief executive officer also meets regularly
with directors individually to discuss any outstanding issues. The nominations and corporate governance
committee discuss a summary of these assessment outcomes in the first quarter of each year.
Board and committee structure
Leadership structure
The company has chosen to combine the positions of chairman, president and chief executive officer. The
board believes the interests of all shareholders are best served at the present time through a leadership
model with a combined chairman and chief executive officer position. Through more than 37 years of
experience with ExxonMobil and Imperial, the current chief executive officer possesses an in-depth
knowledge of the evolving energy industry supply and demand fundamentals and the array of challenges
to be faced by the company. The board believes that the extensive experience and other insights put the
chief executive officer in the best position to provide broad leadership for the board as it considers strategy
and exercises its fiduciary responsibilities. Further, the board has demonstrated its commitment and ability
to provide independent oversight of management.
The company does not have a lead director. While the chairman of the board is not an independent director,
K.T. Hoeg, chair of the executive sessions of the board, provides leadership for the independent directors.
The duties of the chair of the executive sessions include presiding at executive sessions, reviewing and
modifying, if necessary, the agenda of the meetings of the board in advance to ensure that the board may
successfully carry out its duties, and acting as a liaison with the chairman of the board, including the provision
of feedback, as appropriate, from the executive sessions. The position description of the chair of the
executive sessions, as well as the purpose of those executive sessions, are fully described in paragraphs 9
(c) and (d) of the Board of Directors Charter attached as Appendix A.
Independent director executive sessions
The executive sessions of the board are in camera meetings of the independent directors and are held in
conjunction with every board meeting. These meetings are held in the absence of management. The
independent directors held eight executive sessions in 2020. The purposes of the executive sessions of
the board include the following:
raising substantive issues that are more appropriately discussed in the absence of management;
discussing the need to communicate to the chairman of the board any matter of concern raised by
any committee or director;
addressing issues raised but not resolved at meetings of the board and assessing any follow-up
needs with the chairman of the board;
discussing the quality, quantity, and timeliness of the flow of information from management that is
necessary for the independent directors to effectively and responsibly perform their duties, and
advising the chairman of the board of any changes required; and
seeking feedback about board processes.
In camera sessions of the board committees
Various committees also regularly hold in camera sessions without management present. The audit
committee regularly holds private sessions of the committee members as well as private meetings of the
committee with each of the external auditor, the internal auditor and senior management as part of every
regularly scheduled committee meeting.
128
Committee structure
The board has created five committees to help carry out its duties. Each committee is chaired by a different
independent director and all of the independent directors are members of each committee. D.C. Brownell is
also a member of each committee, with the exception of the audit committee, which is composed entirely of
independent directors. Mr. Brownell has chosen not to stand for re-election at the annual meeting of
shareholders. It is anticipated that if elected, director nominee M.R. Crocker will also be a member of each
committee, with the exception of the audit committee. B.W. Corson is also a member of the community
collaboration and engagement committee.
Public Policy
and Corporate
Responsibility
Committee
Executive
Resources
Committee
Nominations
and Corporate
Governance
Committee
Audit
Committee
Board of
Directors
Community
Collaboration
and
Engagement
Committtee
Board committees work on key issues in greater detail than would be possible at full board meetings,
allowing directors to more effectively discharge their stewardship responsibilities. The independent chairs
of the five committees are able to take a leadership role in executing the board’s responsibility with respect
to a specific area of the company’s operations falling within the responsibility of the committee he or she
chairs. The board and each committee have a written charter that can be found in Appendix A of this
circular. The charters are reviewed and approved by the board annually. The charters set out the purpose,
structure, position description for the chair, and the responsibility and authority of that committee.
Risk oversight
The company is governed by a comprehensive and well-established risk management system, and the
company’s success in managing risk over time has been achieved through emphasis on execution of this
disciplined management framework.
129
The company’s risk management system includes a process for identifying, prioritizing, measuring, and
managing the principal risks across the company, as well as assessing the company’s response to these
risks. The system is implemented through various policies, guidelines, processes and systems, including:
strategic planning;
risk management guidelines;
code of ethics and standards of business conduct;
energy outlook scenarios;
delegation of authority guidelines;
credit risk assessment guidelines;
controls and operations integrity management systems;
capital project management systems;
IT risk management (including information technology, systems and cybersecurity);
guidelines for the management and protection of information; and
business continuity plans.
For a discussion on the company’s risk management in relation to executive compensation, see the
Compensation discussion and analysis section starting on page 156.
The chairman, president and chief executive officer is charged with identifying the company’s principal
risks and ensuring appropriate systems are in place to manage these risks. The board of directors is
responsible for reviewing the principal risks and overseeing the implementation of the risk management
system, with the various committees assisting in risk oversight for issues that fall under their responsibility.
For example, the audit committee oversees the company’s system of internal accounting and financial
controls, the executive resources committee oversees the compensation programs and practices in
relation to risk management, and the public policy and corporate responsibility committee oversees the
policies and practices that manage environment, health, safety and security risk, including the risks of
climate change. This integrated risk management approach facilitates recognition and oversight of risk.
The board and its committees carry out their risk oversight responsibility through regular reviews and
assessments. The board carefully considers these risks in evaluating strategic plans and specific
proposals for capital expenditures and budget additions. Topic-specific assessments, such as for
compliance programs, controls, stewardship of business performance, regulatory changes, the company’s
energy outlook, and climate risk and sustainability are conducted regularly and as necessary. Members of
the board ask questions of management to ensure risks are identified, assessed, mitigated, and
monitored. Each typical year, the board also visits one or more of the company’s operating sites or
locations of importance for the company to better understand issues associated with the company’s
business. However, a site visit was not possible in 2020 due to public health recommendations and
restrictions related to COVID-19.
COVID-19 and market conditions in 2020
The COVID-19 pandemic and market conditions within the energy industry in 2020 placed a significant
emphasis on the board’s role in risk oversight. Throughout the year, the board continuously reviewed and
discussed with management the impact of COVID-19 and market conditions on performance, business
strategies, employees and the community through scheduled and special meetings and ad-hoc
communication. The board also guided the company through prudent business and financial action in
response to market conditions. This included significant adjustments to capital and operating expenditures,
while maintaining focus on the health and safety of the company’s employees, contract partners,
customers and communities and reliably supplying essential products to the company’s customers.
Each committee supported the board by holding reviews and discussions of COVID-19 topics specific to
their responsibilities. For example, the audit committee was responsible for maintaining the integrity of the
financial statements, as well as ensuring that the quality and effectiveness of internal controls and
procedures was not compromised as company adapted to work from home requirements. The public
policy and corporate responsibility committee oversaw the activation of pandemic and emergency
response plans and safety protocols for mitigating risk and maintaining the company’s focus on the health
and safety of employees, contractors and the community. The community collaboration and engagement
committee oversaw numerous initiatives to support the community through this challenging period,
including a free fuel promotion for healthcare workers, donations of computers for online learning and
donations of isopropyl alcohol to be used in disinfectant products.
130
The following table provides additional oversight and other information about the board and its five
committees:
Board of directors
The board of directors is responsible for the stewardship of the corporation. The stewardship process is carried out by the
board directly or through one or more of the committees of the board. The formal mandate of the board can be found
within the Board of Directors Charter in Appendix A of this circular.
Directors
B.W. Corson (chair)
D.C. Brownell
D.W. Cornhill
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
D.S. Sutherland
Number of
meetings
Eight meetings of the board of directors were held in 2020, which included one special meeting of the
board. The independent directors hold executive sessions of the board in conjunction with every
board meeting. These meetings are held in the absence of management. The independent directors
held eight executive sessions in 2020.
Board
highlights in
2020
Role in risk
oversight
Provided oversight in support of safety, environmental performance and sustainability.
Regularly discussed industry activity, market updates and company initiatives.
Regularly discussed operational and project updates.
Regularly discussed risk management and business controls environment.
Regularly reviewed information technology, systems and cybersecurity strategies (including
trends, risks, preparedness, mitigation, response, system improvements and business continuity
strategies) to assess the security and integrity of the company’s information, systems and assets.
Regularly assessed performance of the Kearl oil sands operations and monitored progress on
reliability improvements.
Discussed comprehensive company strategy for all business lines.
Reviewed climate change policies, risks and Imperial’s climate strategy.
Provided oversight of the company’s response to the COVID-19 pandemic.
Approved prudent business and financial responses to market conditions including significant
reductions to capital and operating expenses, and provided oversight over implementation of
these actions.
The company’s financial, execution and operational risk rests with management and the company is
governed by well-established risk management systems. The board of directors are responsible for
reviewing the company’s principal risks and overseeing the implementation of the appropriate
systems to manage these risks. The board carefully considers these risks in evaluating the
company’s strategic plans and specific proposals for capital expenditures and budget additions. It
also approves and monitors compliance with the code of ethics and business conduct, and ensures
that executive officers create a culture of integrity throughout the company. The board reviews the
company’s information technology, systems and cybersecurity to ensure they adequately protect
corporate information and assets. In 2020, the board’s role in risk oversight included the company’s
response to the COVID-19 pandemic and market conditions, with a focus on the health and safety of
the company’s employees, contract partners, customers and communities.
Disclosure
policy
The company is committed to full, true and plain public disclosure of all material information in a
timely manner, in order to keep security holders and the investing public informed about the
company’s operations. The full details of the corporate disclosure policy can be found on the
company’s internet site at www.imperialoil.ca.
Independence
The current board of directors is composed of seven directors, the majority of whom (five of seven)
are independent. The five independent directors are not employees of the company.
131
Audit committee
The role of the audit committee includes selecting and overseeing the independent auditor, reviewing the scope and
results of the audit conducted by the independent auditor, and assisting the board in overseeing the integrity of the
company’s financial statements. In addition, the committee’s role includes overseeing the company’s compliance with legal
and regulatory requirements and the quality and effectiveness of internal controls, approving any changes in accounting
principles and practices, and reviewing the results of monitoring activity under the company’s business ethics compliance
program. The formal mandate of the committee can be found within the Audit Committee Charter in Appendix A of this
circular.
Committee
members
K.T. Hoeg (chair)
M.C. Hubbs (vice-chair)
D.W. Cornhill
J.M. Mintz
D.S. Sutherland
Number of
meetings
Five meetings of the audit committee were held in 2020. The committee members met in camera
without management present and separately with the internal auditor and the external auditor at all
regularly scheduled meetings. A pre-audit meeting also occurs prior to every regularly scheduled
audit committee meeting with the chair of the audit committee and the chief financial officer and both
the internal and external auditors.
Committee
highlights in
2020
Financial
expertise
Role in risk
oversight
Reviewed and recommended for approval the interim and full year financial and operating results.
Reviewed and assessed the company’s system of internal controls and auditing procedures, and
the results of the internal auditor’s audit program.
Reviewed and assessed the external auditor plan, performance and fees.
Reviewed evolving regulations and reporting obligations.
Reviewed the committee’s mandate and completed the committee self-assessment.
Performed external auditor performance evaluation.
Ensured the effectiveness of controls and procedures and integrity of financial statements was
maintained while responding to the COVID-19 pandemic.
The company’s board of directors has determined that D.W. Cornhill, K.T. Hoeg, M.C. Hubbs and
D.S. Sutherland meet the definition of “audit committee financial expert”. The U.S. Securities and
Exchange Commission has indicated that the designation of an audit committee financial expert does
not make that person an expert for any purpose, or impose any duties, obligations or liability on that
person that are greater than those imposed on members of the audit committee and board of
directors in the absence of such designation or identification. All members of the audit committee are
financially literate within the meaning of National Instrument 52-110 Audit Committees and the listing
standards of the NYSE American LLC.
The audit committee also has an important role in risk oversight. The audit committee oversees risks
associated with financial and accounting matters, including compliance with legal and regulatory
requirements, and the company’s financial reporting and internal controls systems. In addition, it
reviews the scope of PricewaterhouseCoopers’ audit in light of risks associated with the energy
industry, the regulatory environment and company-specific financial audit risks. The committee also
reviews financial statements and internal and external audit results, and any changes proposed to
accounting principles and practices. With respect to the COVID-19 pandemic, the audit committee is
also responsible for ensuring the reporting and internal controls are maintained as the company
implements various response measures, including work from home arrangements.
Independence
The audit committee is composed entirely of independent directors. All members met board approved
independence standards, as that term is defined in National Instrument 52-110 Audit Committees, the
U.S. Securities and Exchange Commission rules and the listing standards of the NYSE American
LLC.
132
Executive resources committee
The executive resources committee is responsible for corporate policy on compensation and for specific decisions on the
compensation of the chief executive officer and key senior executives and officers reporting directly to that position. In
addition to compensation matters, the committee is also responsible for succession plans and appointments to senior
executive and officer positions, including the chief executive officer. The formal mandate of the committee can be found
within the Executive Resources Committee Charter in Appendix A of this circular.
Committee
members
D.S. Sutherland (chair)
D.W. Cornhill (vice-chair)
D.C. Brownell
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
Number of
meetings
Committee
highlights in
2020
None of the members of the executive resources committee currently serves as a chief executive
officer of another company.
Seven meetings of the executive resources committee were held in 2020.
Reviewed executive compensation program and principles.
Reviewed strategic work planning and talent strategy plans.
Reviewed workforce and organizational changes.
Reviewed harassment policy and process outcomes.
Continued focus on succession planning for senior management positions.
Appointed a senior vice-president, treasurer and three vice-president positions as part of normal
succession.
Committee
members
relevant skills
and
experience
D.W. Cornhill, K.T. Hoeg, M.C. Hubbs and D.S. Sutherland had extensive and lengthy experience in
managing and implementing their respective companies’ compensation policies and practices in their
past role as chief executive officers or members of senior management. Mr. Cornhill, Ms. Hoeg, Dr.
Mintz and Mr. Sutherland serve or have served on compensation committees of one or more public
companies. Accordingly, committee members are able to use this experience and knowledge derived
from their roles with other companies in judging the suitability of the company’s compensation policies
and practices.
Role in risk
oversight
The executive resources committee oversees the compensation programs and practices that are
designed to encourage appropriate risk assessment and risk management.
Independence
The members of the executive resources committee are independent, with the exception of D.C.
Brownell, who is not considered to be independent under the rules of the U.S. Securities and
Exchange Commission, Canadian securities rules and the rules of the NYSE American LLC due to his
employment with Exxon Mobil Corporation. However, the Canadian Coalition for Good Governance’s
policy, “Governance Differences of Equity Controlled Corporations”, views Mr. Brownell as a related
director and independent of management and who may participate as a member of the company’s
executive resources committee. Mr. Brownell’s participation helps to ensure an objective process for
determining compensation of the company’s officers and directors and assists the deliberations of this
committee by bringing the views and perspectives of the majority shareholder.
133
Public policy and corporate responsibility committee
The role of the public policy and corporate responsibility committee is to review and monitor the company’s policies and
practices in matters of the environment, health, safety, security and sustainability. The committee monitors the company’s
compliance with legislative, regulatory and corporate standards in these areas, and reviews trends and current and
emerging public policy. It also assesses the potential impacts of public policy on corporate performance.
The committee reviews safety and environmental performance, incidents and trends on a regular basis to ensure the
company’s focus on the safety of its employees, contractors and stakeholders and on operating in an environmentally
responsible manner. It also provides oversight over sustainability and climate risk, including regular reviews and
assessment of sustainability performance and initiatives, as well as climate risk within the company’s risk management
system and the strategies to address these risks. The formal mandate of the committee can be found within the Public
Policy and Corporate Responsibility Committee Charter in Appendix A of this circular.
Committee
members
Number of
meetings
Committee
highlights in
2020
Role in risk
oversight
J.M. Mintz (chair)
D.S. Sutherland (vice-chair)
D.C. Brownell
D.W. Cornhill
K.T. Hoeg
M.C. Hubbs
Three meetings of the public policy and corporate responsibility committee were held in 2020.
Personnel and process safety systems, performance and incident review
Environmental performance review
COVID-19 pandemic response and economic recovery review (policy and regulations)
Updates on Canadian policy, regulatory change, and industry advocacy (clean fuel standard, plastics,
UN Declaration on the Rights of Indigenous Peoples)
Review of climate change policies, risks, and Imperial’s climate strategy
Review of Imperial’s Sustainability Report and related environmental, social and corporate
governance disclosures, including disclosure of greenhouse gas emissions
The public policy and corporate responsibility committee reviews and monitors the company's policies
and practices in matters of environment, health, personnel and process safety and security, which
policies and practices are intended to mitigate and manage risk in these areas. This includes specific
reviews with respect to climate risk and the company’s strategies to address these risks. It also includes
pandemic and emergency response and continuity planning, which is a significant focus of reviews and
discussions in relation to the COVID-19 pandemic. The committee receives regular reports from
management on these matters.
Independence
The members of the public policy and corporate responsibility committee are independent, with the
exception of D.C. Brownell.
Nominations and corporate governance committee
The role of the nominations and corporate governance committee is to oversee issues of corporate governance as they
apply to the company, including the overall performance of the board, review potential nominees for directorship and
review the charters of the board and any of its committees. The formal mandate of the committee can be found within the
Nominations and Corporate Governance Committee Charter in Appendix A of this circular.
Committee
members
Number of
meetings
D.W. Cornhill (chair)
J.M. Mintz (vice-chair)
D.C. Brownell
K.T. Hoeg
M.C. Hubbs
D.S. Sutherland
Four meetings of the nominations and corporate governance committee were held in 2020.
134
Committee
highlights in
2020
Approval of the statement of corporate governance practices.
Engagement in board and committee self-assessment.
Recommendation of director compensation.
Recommendation to amend the board charter to add Environment and sustainability and Risk
management to the directors’ skills matrix.
Role in risk
oversight
The nominations and corporate governance committee oversees risk by implementing an effective
program for corporate governance, including board composition and succession planning.
Independence
The members of the nominations and corporate governance committee are independent, with the
exception of D.C. Brownell, who is not considered to be independent under the rules of the U.S.
Securities and Exchange Commission, Canadian securities rules and the rules of the NYSE
American LLC due to his employment with Exxon Mobil Corporation. However, the Canadian
Coalition for Good Governance’s policy, “Governance Differences of Equity Controlled
Corporations”, views Mr. Brownell as a related director and independent of management and who
may participate as a member of the company’s nominations and corporate governance committee.
Mr. Brownell’s participation helps to ensure an objective nominations process and assists the
deliberations of this committee by bringing the views and perspectives of the majority shareholder.
Community collaboration and engagement committee
The role of the community collaboration and engagement committee is to oversee all of the company’s community
investment activities, including charitable donations. The formal mandate of the committee can be found within the
Community Collaboration and Engagement Committee Charter in Appendix A of this circular.
Committee
members
Number of
meetings
Committee
highlights in
2020
M.C. Hubbs (chair)
K.T. Hoeg (vice-chair)
D.C. Brownell
D.W. Cornhill
B.W. Corson
J.M. Mintz
D.S. Sutherland
Two meetings of the community collaboration and engagement committee were held in 2020.
Imperial invested more than $15M in Canadian communities in 2019 as reported using the London
Benchmark Group Model – a global standard for measuring and reporting community investment
In 2019, Imperial paid more than $16.7M through community benefit agreements to Indigenous
communities and successfully signed two additional agreements for Cold Lake
Responded to community needs during the COVID-19 pandemic
o Launched 2:1 employee donation matching, resulting in $500K in donations to more than 470
organizations across Canada
o Recognized healthcare heroes across Canada with a $2M campaign and provided free fuel
vouchers to 80,000 front-line workers
o As part of Imperial’s 140th anniversary, donated $140,000 to mental health organizations in 14
operating areas across Canada
o Provided in-kind donations including 60 tonnes of isopropyl alcohol (IPA) to the Government of
Canada to use in disinfectant products and 500 laptops to support student access to
technology
Received Canadian Centre for Diversity and Inclusion’s western Canada “Employer Initiative of the
Year” recognizing the company’s approach to Indigenous business development
Independence
The majority of the members of the community collaboration and engagement committee are
independent (five out of seven) with the exception of B.W. Corson and D.C. Brownell.
135
Director compensation
Director compensation discussion and analysis
Directors’ compensation is intended to align the long-term
financial interests of the directors with those of the shareholders.
Nonemployee director compensation levels are reviewed by the nominations and corporate governance
committee each year, and resulting recommendations are presented to the full board for approval. The
nominations and corporate governance committee decided not to use an external research firm to
assemble the comparator data to determine compensation for the July 1, 2020 - June 30, 2021 period. The
committee relied instead on an internally-led assessment to provide competitive compensation and market
data for directors’ compensation, which assisted the committee in making a compensation
recommendation for the company’s directors. The internally-led assessment included a review of industry
survey data, with a limited amount of this survey data being provided by an independent external
consultant. The internal assessment maintained the compensation design philosophy, objectives and
principles, and was consistent with previous methodology used in this analysis.
Employees of the company or Exxon Mobil Corporation receive no extra pay for serving as directors.
Nonemployee directors receive compensation consisting of cash and restricted stock units. Since 1999,
the nonemployee directors have been able to receive all or part of their cash directors' fees in the form of
deferred share units. The purpose of the deferred share unit plan for nonemployee directors is to provide
them with additional motivation to promote sustained improvement in the company’s business performance
and shareholder value by allowing them to have all or part of their directors’ fees tied to the future growth
in value of the company’s common shares. The deferred share unit plan is described in more detail on
page 138.
136
Compensation decision making process and considerations
The nominations and corporate governance committee relies on market comparisons with a group of
major Canadian companies with national and international scope and complexity. The company draws
its nonemployee directors from a wide variety of industrial sectors and, as such, a broad sample is
appropriate for this purpose. The nominations and corporate governance committee does not target any
specific percentile among comparator companies at which to align compensation for this group.
The comparator companies included in the benchmark sample are as follows:
Energy
Non-Energy
Canadian Natural Resources Limited
Air Canada
Cenovus Energy Inc.
Bank of Nova Scotia
Enbridge Inc.
BCE Inc.
Husky Energy Inc.
Canadian National Railway Company
Ovintiv Inc.
Nutrien Ltd.
Parkland Fuel Corporation
Royal Bank of Canada
Suncor Energy Inc.
Sun Life Financial Inc.
TC Energy Corporation
Teck Resources Limited
TELUS Corporation
Thomson Reuters Corporation
The Toronto-Dominion Bank
Hedging policy
Company policy prohibits all employees, including executives, and directors, from being a party to
derivative or similar financial instruments, including puts, calls, or other options, future or forward
contracts, or equity swaps or collars, with respect to the company or Exxon Mobil Corporation stock.
For a discussion on the process by which the compensation of the company’s executive officers is
determined, see the Compensation discussion and analysis section starting on page 156.
Compensation details
Board retainer
The compensation of the nonemployee directors is assessed annually.
In 2018, the board approved a change to the compensation paid to the nonemployee directors. Effective
July 1, 2018, the nonemployee directors received an annual retainer for board membership of $110,000
per year. The retainer for each committee chaired was eliminated, and the grant of restricted stock units
was increased from 2,600 to 3,000.
The nominations and corporate governance committee has reviewed the compensation paid to the
nonemployee directors in each subsequent year, and has recommended no changes to the compensation.
The board subsequently approved each of these recommendations.
137
The following table summarizes the compensation terms for the nonemployee directors in 2020:
Director compensation
Annual retainer terms: (a)
Cash retainer:
Board membership
$110,000 annually
Committee chair
None
Equity based compensation:
Restricted stock units
3,000 units
(which vest on the 5th and 10th anniversary of
date of grant)
(a) The nonemployee directors may elect to take all or a portion of the cash retainer in the form of deferred share units.
Nonemployee directors who are appointed to the board during any given year receive the full restricted stock unit grant and
a prorated cash retainer based on the date of appointment.
Equity based compensation
Deferred share units
In 1999, an additional form of long-term incentive compensation (“deferred share units”) was made
available to nonemployee directors. Nonemployee directors may elect to receive all or a portion of their
cash compensation in the form of deferred share units.
The following table shows the portion of the retainer each nonemployee director elected to receive in
cash and deferred share units in 2020.
Director
D.W. Cornhill
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
D.S. Sutherland
Election for 2020 director’s fees
in cash
(%)
Election for 2020 director’s fees in
deferred share units
(%)
25
0
0
0
0
75
100
100
100
100
The number of deferred share units granted to a nonemployee director is determined at the end of
each calendar quarter for that year, according to the following calculation:
(i)
(ii)
the dollar amount of the nonemployee director's fees for that calendar quarter that
the director elected to receive as deferred share units;
divided by
the average of the closing price of the company's shares on the Toronto Stock
Exchange for the five consecutive trading days ("average closing price") immediately
prior to the last day of that calendar quarter.
Those deferred share units are granted effective the last day of that calendar quarter.
138
A nonemployee director is also granted additional deferred share units to represent dividends on
unexercised deferred share units. These additional units are granted on the dividend payment dates
for the company’s common shares, according to the following calculation:
(i)
(ii)
the cash dividend payable for a common share of the company divided by the average
closing price immediately prior to the payment date for that dividend;
multiplied by
the number of unexercised deferred share units held by the nonemployee directors on
the dividend record date.
A nonemployee director may only exercise deferred share units by the end of the calendar year
following the year of termination of service as a director of the company, including termination of
service due to death. No deferred share units may be exercised unless all of the deferred share units
are exercised on the same date. On the exercise date, the cash value to be received for the units is
determined based on the company’s average closing price immediately prior to the date of exercise.
Restricted stock units
In addition to the cash fees described above, the company pays a significant portion of director
compensation in restricted stock units to align director compensation with the long-term interests of
shareholders. The restricted stock unit plan is described in more detail beginning on page 163.
Up until 2015, an award of 2,000 restricted stock units was granted annually with 50 percent vesting
on the third anniversary of the grant date and the remaining 50 percent vesting on the seventh
anniversary of the grant date. On the third anniversary, directors receive a cash payment for the units
to be vested. On the seventh anniversary, directors may elect to receive one common share for each
unit or a cash payment for the units.
In 2016, in order to better align the long-term financial interests of the directors with those of the
shareholders, the vesting period of the restricted stock units was increased such that 50 percent vests
on the fifth anniversary of the grant date and the remaining 50 percent vests on the tenth anniversary
of the grant date. For all the units to be vested, directors may elect to receive one common share for
each unit or a cash payment for the units. The vesting periods are not accelerated upon separation or
retirement from the board, except in the event of death. In addition, in 2016, the number of restricted
stock units granted annually was increased to 2,600 units. In 2018, the number of restricted stock units
granted annually was increased to 3,000 units.
In contrast to the forfeiture provisions for restricted stock units held by employees of the company, the
restricted stock units awarded to nonemployee directors are not subject to risk of forfeiture at the time
a director leaves the company’s board. This provision is designed to reinforce the independence of
these board members. However, while on the board and for a 24-month period after leaving the
company’s board, restricted stock units may be forfeited if the nonemployee director engages in direct
competition with the company or otherwise engages in any activity detrimental to the company. The
board agreed that the word “detrimental” shall not include any actions taken by a nonemployee
director or former nonemployee director who acted in good faith and in the best interest of the
company.
Prior to vesting of the restricted stock units, the nonemployee directors receive amounts equivalent to
the cash dividends paid to holders of common shares. The amount is determined for each cash
dividend payment date by the following calculation:
(i)
(ii)
the cash dividend payable for a common share divided by the average closing price
immediately prior to the payment date for that dividend;
multiplied by
the number of unvested restricted stock units held by the nonemployee directors on
the dividend record date.
Other reimbursement
Nonemployee directors are also reimbursed for travel and other expenses incurred for attendance at
board and committee meetings.
139
Components of director compensation
The following table sets out the details of compensation paid to the nonemployee directors in 2020.
Director
(a)
Annual
retainer for
board
membership
($)
Restricted
stock units
(RSU)
(#)
Total
fees paid
in cash
($)
(b)
Total value
of deferred
share units
(DSU)
($)
(c)
Total value
of restricted
stock units
(RSU)
($)
(d)
All other
compen-
sation
($)
(e)
Total
compensation
($)
D.W.
Cornhill
K.T.
Hoeg
M.C.
Hubbs
J.M.
Mintz
D.S.
Sutherland
110,000
3,000
27,500
82,500
72,780
11,664
194,444
110,000
3,000
0
110,000
72,780
49,043
231,823
110,000
3,000
0
110,000
72,780
10,962
193,742
110,000
3,000
0
110,000
72,780
45,185
227,965
110,000
3,000
0
110,000
72,780
42,773
225,553
(a) As directors employed by the company or Exxon Mobil Corporation in 2020, B.W. Corson and D.C. Brownell did not receive
(b)
(c)
compensation for acting as directors.
“Total fees paid in cash” is the portion of the “Annual retainer for board membership” that the director elected to receive as cash.
This amount is reported as “Fees earned” in the Director compensation table on page 141.
“Total value of deferred share units” is the portion of the “Annual retainer for board membership” that the director elected to receive
as deferred share units, as set out in the previous table on page 138. This amount plus the “Total value of restricted stock units”
amount is shown as “Share-based awards” in the Director compensation table on page 141.
(d) The values of the restricted stock units shown are the number of units multiplied by the closing price of the company's shares on the
date of grant, which was $24.26.
(e) Amounts under “All other compensation” consist of dividend equivalent payments on unvested restricted stock units and the value of
additional deferred share units granted in lieu of dividends on unvested deferred share units. In 2020, D.W. Cornhill received $6,908
in dividend equivalent payments on restricted stock units and additional deferred share units valued at $4,756 in lieu of dividends on
deferred share units. K.T. Hoeg received $12,056 in dividend equivalent payments on restricted stock units and additional deferred
share units valued at $36,987 in lieu of dividends on deferred share units. M.C. Hubbs received $4,620 in dividend equivalent
payments on restricted stock units and additional deferred share units valued at $6,342 in lieu of dividends on deferred share units.
J.M. Mintz received $12,056 in dividend equivalent payments on restricted stock units and additional deferred share units valued at
$33,129 in lieu of dividends on deferred share units. D.S. Sutherland received $12,056 in dividend equivalent payments on
restricted stock units and additional deferred share units valued at $30,717 in lieu of dividends on deferred share units.
140
Director compensation table
The following table summarizes the compensation paid, payable, awarded or granted for 2020 to each of the
nonemployee directors of the company.
Name
(a)
Fees
earned
($)(b)
Share-
based
awards
($) (c)
Option-
based
awards
($)
Non-equity
incentive plan
compensation
($)
Pension
value
($)
All other
compensation
($) (d)
Total
($)
D.W. Cornhill
27,500
155,280
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
D.S. Sutherland
0
0
0
0
182,780
182,780
182,780
182,780
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,664
194,444
49,043
231,823
10,962
193,742
45,185
227,965
42,773
225,553
(a) As directors employed by the company or Exxon Mobil Corporation in 2020, B.W. Corson and D.C. Brownell did not receive
compensation for acting as directors.
(b) Represents all fees awarded, earned, paid or payable in cash for services as a director. The nonemployee directors are able to
receive all or part of their directors' fees in the form of deferred share units.
(c) Represents the value of the restricted stock units (calculated by multiplying the number of units by the closing price of the
company's shares on the date of grant), plus the value of deferred share units (calculated by the portion of the “Annual retainer
for board membership” that the director elected to receive as deferred share units as noted on page 138).
(d) Amounts under “All other compensation” consist of dividend equivalent payments on unvested restricted stock units and the
value of additional deferred share units granted in lieu of dividends on unvested deferred share units. In 2020, D.W. Cornhill
received $6,908 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $4,756
in lieu of dividends on deferred share units. K.T. Hoeg received $12,056 in dividend equivalent payments on restricted stock
units and additional deferred share units valued at $36,987 in lieu of dividends on deferred share units. M.C. Hubbs received
$4,620 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $6,342 in lieu of
dividends on deferred share units. J.M. Mintz received $12,056 in dividend equivalent payments on restricted stock units and
additional deferred share units valued at $33,129 in lieu of dividends on deferred share units. D.S. Sutherland received $12,056
in dividend equivalent payments on restricted stock units and additional deferred share units valued at $30,717 in lieu of
dividends on deferred share units.
Five-year look back at total compensation paid to nonemployee directors
Year
2016
2017
2018
2019
2020
Amount
($)
1,342,664
1,351,454
1,500,739
1,251,395
1,073,527
141
Outstanding share-based awards and option-based awards for directors
The following table sets forth all outstanding awards held by nonemployee directors of the company as at
December 31, 2020 and does not include common shares owned by the director.
Option-based awards
Share-based awards
Number of
securities
underlying
unexercised
options
(#)
Option
exercise
price
($)
Option
expiration
date
Value of
unexercised
in-the-
money
options
($)
Number of
shares or units
of shares that
have not
vested
(#) (b)
Market or
payout value
of share-based
awards that
have not
vested
($) (c)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
19,784
477,981
62,913
1,519,978
19,913
481,098
58,405
1,411,065
55,588
1,343,006
Name
(a)
D.W. Cornhill
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
D.S. Sutherland
(a) As directors employed by the company or Exxon Mobil Corporation in 2020, B.W. Corson and D.C. Brownell did not receive
compensation for acting as directors.
(b) Represents restricted stock units and deferred share units held as of December 31, 2020.
(c) Value is based on the closing price of the company’s shares on December 31, 2020 ($24.16).
Incentive plan awards for directors – Value vested or earned during the year
The following table sets forth the value of the awards that vested or were earned by each nonemployee
director of the company in 2020.
Name
(a)
Option-based awards –
Value vested during
the year
($)
Share-based awards – Value
vested during the year
($) (b)
Non-equity incentive plan
compensation – Value
earned during the year
($)
D.W. Cornhill
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
D.S. Sutherland
-
-
-
-
-
-
23,118
-
23,118
23,118
-
-
-
-
-
(a) As directors employed by the company or Exxon Mobil Corporation in 2020, B.W. Corson and D.C. Brownell did not receive
compensation for acting as directors.
(b) Represents restricted stock units granted in 2013 and 2017, which vested in 2020. Value is based on the average of the
weighted average price (as determined by the Toronto Stock Exchange) of common shares of the company on the vesting date
and the four consecutive trading days immediately prior to the vesting date.
142
Share ownership guidelines of independent directors and chairman, president and chief
executive officer
Independent directors are required to hold the equivalent of at least 15,000 shares of Imperial Oil Limited,
including common shares, deferred share units and restricted stock units. Independent directors are
expected to reach this level within five years from the date of appointment to the board. The chairman,
president and chief executive officer has separate share ownership requirements and must, within three
years of his appointment, acquire shares of the company, including common shares and restricted stock
units, of a value of no less than five times his base salary.
The board of directors believes that these share ownership guidelines will result in an alignment of the
interests of board members with the interests of all other shareholders. As of the date of this circular, the
independent directors currently have holdings of 285,103 shares which is more than three times the
required guideline.
Minimum share ownership
requirement
Time to fulfill
Chairman, president and chief
executive officer
5 x base salary
Within 3 years of appointment
Independent directors
15,000 shares
Within 5 years of initial appointment
The chart below shows the shareholdings of the independent directors and the chairman, president and chief
executive officer of the company as of February 16, 2021, the record date of the management proxy circular.
Director
Director
since
D.W. Cornhill
B.W. Corson (b)
November
29, 2017
September
17, 2019
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
D.S. Sutherland
May 1,
2008
July 26,
2018
April 21,
2005
April 29,
2010
Total accumulated holdings
(#) and value of directors’
holdings ($)
Amount
acquired
since last
report
(February 13,
2020 to
February 16,
2021) (#)
Total
holdings
(includes
common shares,
deferred share
units and
restricted stock
units) (#)
Market
value of
total
holdings
(a) ($)
Minimum
shareholding
requirement
Minimum
requirement
met
7,729
32,284
857,786
15,000
Yes
78,200
156,400
4,155,548
Five times base
salary
No (b)
9,967
62,913
1,671,598
15,000
9,306
19,913
529,088
15,000
9,757
59,405
1,578,391
15,000
9,627
110,588
2,938,323
15,000
Yes
Yes
Yes
Yes
441,503
$11,730,734
(a) The amount shown in the column “Market value of total holdings” is equal to the “Total holdings” multiplied by the closing price of
the company’s shares on the proxy circular record date February 16, 2021 ($26.57).
(b) B.W. Corson was appointed to the board and as president of the company on September 17, 2019, and assumed the additional
roles of chairman and chief executive officer on January 1, 2020. Mr. Corson is expected to meet the share ownership
guidelines of five times base salary within three years of appointment as chairman and chief executive officer.
For information relating to compensation of the company’s named executive officers, see the Compensation
discussion and analysis section starting on page 156.
143
Ethical business conduct
The company is committed to high ethical standards through its policies and practices.
The company’s directors, officers and employees are responsible for developing, approving and
implementing plans and actions designed to achieve corporate objectives. In doing so, they are expected
to observe the highest standards of integrity in the conduct of the company’s business, with the methods
employed to attain results being as important as the results themselves.
The board has adopted a written code of ethics and business conduct (the "Code") which can be found
on the company’s website at www.imperialoil.ca/en-CA/Investors/Investor-relations, including any
applicable amendments. The Code applies to each of the company’s directors, officers and employees,
and consists of the ethics policy, the conflicts of interest policy, the corporate assets policy, the
directorships policy and the procedures and open door communication. No person in the company has
the authority to make exceptions or grant waivers with respect to its foundational policies. There have
been no material change reports filed in the past 12 months pertaining to conduct of a director or
executive officer that constitute a departure from the Code. In addition, the directors of the company must
comply with the conflict of interest provisions of the Canada Business Corporations Act, as well as the
relevant securities regulatory instruments, in order to ensure that the directors exercise independent
judgment in considering transactions and agreements in respect of which such director has a material
interest.
Under the company's procedures and open door communication, employees are encouraged and
expected to refer suspected violations of the law, company policy or internal controls and procedures by
various means, including to their supervisors or the company’s ethics advisor, controller or general
auditor. Imperial also has an ethics “hotline” that is operated by a third-party service provider and offers
confidential, anonymous reporting 24 hours a day, seven days a week. Suspected violations involving a
director or executive officer, as well as any concern regarding questionable accounting or auditing
matters are to be referred directly to the internal auditor. The audit committee initially reviews all issues
involving directors or executive officers, and then refers all issues to the board of directors. In the
alternative, employees may also address concerns to individual nonemployee directors or to
nonemployee directors as a group. No action may be taken or threatened against employees for asking
questions, voicing concerns, or making complaints or suggestions in good faith.
Management provides the board of directors with a review of corporate ethics and conflicts of interest on
an annual basis. The company’s internal auditors audit each business line’s compliance with the program
and report to the audit committee. Directors, officers and employees review the company’s standards of
business conduct (which includes the Code) on an annual basis, with independent directors and all
employees being required to sign a declaration card confirming that they have read and are familiar with
the standards of business conduct. In addition, every four years a business practices review is conducted
in which managers review the standards of business conduct with all employees in their respective work
units.
The board, through its audit committee, examines the effectiveness of the company's internal control
processes and management information systems. The board consults with the external auditor, the
internal auditor and the management of the company to ensure the integrity of the systems.
There are a number of structures and processes in place to facilitate the functioning of the board
independently of management. The board has a majority of independent directors. Each committee is
chaired by a different independent director and all of the independent directors are members of each
committee. The audit committee is composed entirely of independent directors. Each other committee
(except the community collaboration and engagement committee) is composed entirely of the
independent directors and D.C. Brownell, who is an employee of Exxon Mobil Corporation and although
deemed non-independent under the relevant standards by virtue of his employment, is viewed as
independent of the company’s management. The agendas of each of the board and its committees are
not set by management alone, but by the board as a whole and by each committee. A significant number
of agenda items are mandatory and recurring. Board meetings are scheduled at least one full year in
advance. Any director may call a meeting of the board or a meeting of a committee of which the director
144
is a member. There is a board-prescribed flow of financial, operating and other corporate information to
all directors.
The independent directors conduct executive sessions in the absence of members of management.
These meetings are chaired by K.T. Hoeg, the independent director designated by the independent
directors to chair and lead these discussions. Eight executive sessions were held in 2020.
The company's delegation of authority guide provides that certain matters of the company are reviewed
by functional contacts within ExxonMobil. The company’s employees are regularly reminded that they are
expected to act in the best interests of the company, and are reminded of their obligation to identify any
instances where the company's general interest may not be consistent with ExxonMobil's priorities. If
such situations ever occurred, employees are expected to escalate such issues with successive levels of
the company's management. Final resolution of any such issues is made by the company's chairman,
president and chief executive officer.
Restrictions on insider trading
Commitment to stringent safeguards with trading restrictions and reporting for company insiders.
Structures and processes are in place to caution, track and monitor reporting insiders, nonemployee
directors and key employees with access to sensitive information with respect to personal trading in the
company’s shares. The company has guidelines regarding insider trading prohibitions and trading bans
that are applicable to all directors, officers and employees.
Nonemployee directors are required to pre-clear any trades in the company’s shares. Reporting insiders
are required to give advance notice to the company of any sale of the company’s shares and advise the
company within five days of any purchase of the company’s shares. Reporting insiders are required,
under securities regulations, to publically disclose all transactions in the company’s shares on the System
for Electronic Disclosure by Insiders (SEDI).
From time to time, the company advises its directors and officers, and those of Exxon Mobil Corporation,
and employees in certain positions not to trade in the company’s shares. Trading bans occur in
connection with the directors’ pending consideration of the financial statements of the company, including
the unaudited financial statements for each quarter, and in connection with undisclosed pending events
that constitute material information about the business affairs of the company.
Diversity
The company has a long history of valuing diversity on the board and in its executive management.
Board diversity
The company has a longstanding commitment to diversity amongst its directors, and has had at least one
woman on its board continuously since 1977.
The company does not have a formal written policy relating to the identification and nomination of directors
who are women, Aboriginal peoples, persons with disabilities or members of visible minorities (the
“designated groups”, as defined under the Canada Business Corporations Regulations, 2001), and has not
adopted a target regarding members of the designated groups on its board. With the objective of fostering a
diversity of expertise, viewpoint and competencies, the board charter provides that the nominations and
corporate governance committee may consider a number of factors, including membership in a designated
group, in assessing potential nominees. The nominations and corporate governance committee assesses
the work experience, other expertise, individual competencies and diversity of age, regional association and
the designated groups that each existing director possesses and whether each nominee is able to fill any
gaps amongst the existing directors. Additionally, the committee may consider any other factors that it
believes to be relevant. The company does not believe that any one of these dimensions should be
145
considered in isolation and without due regard to all of the other factors, in determining the ability of
potential directors to contribute to the work of the board of directors.
As of the date of this proxy circular, the number and percentage of directors and nominees who are
members of the designated groups are:
Designated group (a)
Number
Women
Aboriginal peoples
Persons with disabilities
Members of visible minorities
2 of 7 (board)
2 of 7 (nominees)
2 of 5 (independent directors)
0 of 7
0 of 7
0 of 7
Percent
(%)
29
29
40
0
0
0
(a) Defined under the Employment Equity Act (Canada)
The above diversity disclosure relies on voluntary self-identification by directors and nominees, and
therefore only represents the information of individuals who have chosen to self-identify. The information
has not been independently verified by the company. The board nominee composition charts on page 120
show the diversity of our board nominees with respect to gender, experience and regional association, but
do not reflect membership in other designated groups.
Executive officer diversity
The company believes inclusion and diversity are key competitive strengths that are critical to maintaining
the company’s position as an industry leader. To ensure commitment at all levels of the company,
inclusion and diversity, anti-harassment and equal employment opportunity performance is stewarded
annually to the company’s senior management. There is an in-depth succession planning process, which
includes the consideration of various aspects of diversity as well as plans to address gaps, if any, for key
positions.
The company’s internal training programs emphasize the value of collaboration, appreciating differences
and sustaining an inclusive work environment, keeping inclusion and diversity top-of-mind with all
employees. Imperial also values external perspective and expertise, and collaborates with leading diversity
organizations to help shape our future inclusion and diversity plans. The company supports educational
development and recruiting practices that facilitate the employment of Indigenous peoples, and was
recognized in 2020 by the Canadian Centre for Diversity and Inclusion as western Canada’s “employer
initiative of the year” with respect to work done in the Indigenous community space. Imperial maintains a
supportive work environment though a range of development and networking programs, including
employee-led diversity networks that are focused on common interests. These programs continued in a
virtual format in 2020 as a result of the COVID-19 pandemic.
In considering potential nominees for executive officer appointments, the executive resources committee
considers diversity of gender and the other designated groups, work experience, other expertise, individual
competencies and other dimensions of diversity in addition to the other factors described on page 160.
The company has not adopted a target regarding members of the designated groups in executive officer
positions. The company does not believe that any one of these dimensions should be considered, without
due regard to all of these other factors, in determining the ability of potential nominees to fill executive
officers positions.
146
As of the date of this proxy circular, the number and percentage of executive officers of the company and
its major subsidiaries who are members of the designated groups are:
Designated group (a)
Women
Aboriginal peoples
Persons with disabilities
Members of visible minorities
Number
14 of 26
0 of 26
0 of 26
0 of 26
Percent
(%)
54
0
0
0
(a) Defined under the Employment Equity Act (Canada)
The above diversity disclosure relies on voluntary self-identification by executive officers, and therefore only
represents the information of individuals who have chosen to self-identify. The information has not been
independently verified by the company.
Shareholder engagement
Shareholder engagement strategy focuses on wide-ranging dialogue between shareholders and management.
The company’s senior management regularly meet with institutional investors and shareholders through
industry conferences, roadshows and company hosted investor events. In response to COVID-19 and to
ensure the health and safety of our employees, investors and shareholders, these meetings were held
exclusively in a virtual format for the balance of 2020. Materials from these conferences and hosted events
are available on the company’s website.
Also in response to COVID-19 and to ensure the health and safety of its shareholders, directors, officers and
stakeholders, the company took a number of steps to ensure active engagement through the annual meeting
that was held in a virtual only format. Shareholders were given the opportunity to register a proxyholder to
attend and ask questions in real time, and the company encouraged engagement from shareholders prior to
the event. This format also allowed shareholders who may not otherwise have been able to attend in person
to log in as a guest and follow the meeting. The webcast is available on the company website along with
speeches and presentations from the annual general meeting and the outcome of the voting on each
resolution.
The company also hosts regular quarterly earnings calls in connection with earnings releases, and archives of
these calls (including transcripts) are available on Imperial’s website for one year after each call. These calls
allow the company to provide more insight and context regarding the company’s performance, as well as
directly address questions from the investment community.
The company annually solicits questions and comments from shareholders through the annual meeting of
shareholders. The comments received are reviewed by senior management providing them with an indication
of areas of interest to our shareholders, and those requiring a response are answered individually. In addition,
the company’s Investor Relations team proactively reaches out to shareholders to obtain their views on
matters identified broadly by shareholders, including with respect to environment, social and governance
topics and to solicit feedback on the company’s approach to executive compensation. The Investor Relations
team is available to respond to shareholder and investor queries throughout the year.
147
Largest shareholder
Exxon Mobil Corporation is the majority shareholder of the company, holding 69.6% of the company’s shares.
To the knowledge of the directors and executive officers of the company, the only shareholder who, as of
February 16, 2021, owned beneficially, or exercised control or direction over, directly or indirectly, more than
five percent of the outstanding common shares of the company is Exxon Mobil Corporation, 5959 Las Colinas
Boulevard, Irving, Texas 75039-2298, which owns beneficially 510,916,893 common shares, representing
approximately 69.6 percent of the outstanding voting shares of the company. As a consequence, the
company is a “controlled company” for purposes of the listing standards of the NYSE American LLC and a
“majority controlled company” for purposes of the TSX Company Manual.
Transactions with Exxon Mobil Corporation
The company has written procedures and controls that require any transactions between the company
and ExxonMobil and its subsidiaries to be reviewed by controllers, tax, treasurers and legal to ensure
that each agreement meets the company’s policies and procedures, is fair, and complies with legal and
tax requirements. These agreements may also be subject to review by the chairman, president, and
chief executive officer. Annual training is provided for key individuals to ensure awareness of the
requirements for identifying related party transactions, and procedures are in place to ensure reporting
of these transactions is complete and accurate. Related party transactions with ExxonMobil and its
subsidiaries are analyzed and reviewed by management on a quarterly basis to understand any
significant variances from period to period, and reviewed with the board of directors on an annual basis.
On June 27, 2019, the company implemented a 12-month “normal course” share purchase program.
Between June 27, 2019 and June 26, 2020, the company purchased 8,724,518 common shares on the
open market and a corresponding 19,972,996 common shares from ExxonMobil concurrent with, but
outside of the program to maintain its shareholding at approximately 69.6 percent. In response to
market conditions, the company announced the suspension of purchases under this program on April 1,
2020. On June 29, 2020, a further 12-month normal course share purchase program was implemented,
primarily to eliminate dilution from shares issued in conjunction with Imperial’s restricted stock unit
plan. Under the current program, the company may purchase up to 50,000 common shares. As of
February 16, 2021, under the current program, the company has purchased 6,975 common shares on
the open market and none from Exxon Mobil Corporation outside of this program.
The amounts of purchases and sales by the company and its subsidiaries for other transactions in 2020
with ExxonMobil and its affiliates were $2,424 million and $5,101 million, respectively. These
transactions were conducted on terms as favourable as they would have been with unrelated parties,
and primarily consisted of the purchase and sale of crude oil, natural gas, petroleum and chemical
products, as well as technical, engineering and research and development costs. Transactions with
ExxonMobil also included amounts paid and received in connection with the company’s participation in
a number of upstream activities conducted jointly in Canada. In addition, the company has existing
agreements with affiliates of ExxonMobil to provide information technology and customer support
services to the company and to share common business and operational support services to allow the
companies to consolidate duplicate work and systems. The company has a contractual agreement with
an affiliate of ExxonMobil in Canada to operate certain western Canada production properties owned by
ExxonMobil. There are no asset ownership changes.
The company and that affiliate also have a contractual agreement to provide for equal participation in
new upstream opportunities. During 2007, the company entered into agreements with ExxonMobil and
one of its affiliated companies that provide for the delivery of management, business and technical
services to Syncrude Canada Ltd. by ExxonMobil.
148
As at December 31, 2020, the company had an outstanding loan of $4,447 million under an existing
agreement with an affiliated company of ExxonMobil that provides for a long term, variable rate loan
from ExxonMobil to the company of up to $7.75 billion (Canadian) at market interest rates. The
agreement is effective until June 30, 2025, cancellable if ExxonMobil provides at least 370 days
advance written notice. Additionally, the company had an outstanding short-term loan of $111 million
from an affiliated company of ExxonMobil. This loan is borrowed under an arrangement with
ExxonMobil that provides for a non-interest bearing, revolving demand loan from ExxonMobil to the
company of up to $150 million and represents ExxonMobil’s share of a working capital facility required
to support purchasing, marketing, transportation and derivative arrangements for crude oil and diluent
products undertaken by the company on behalf of ExxonMobil.
149
Company executives and executive compensation
Named executive officers of the company
The named executive officers of the company at year end 2020 are listed below. B.W. Corson was appointed
to the board and as president of the company on September 17, 2019 and assumed the additional roles of
chairman and chief executive officer on January 1, 2020. T.B. Redburn retired from the company on January
1, 2021. All other named executive officers remain in their positions as of February 16, 2021.
Position held at the end of 2020 (date office held):
Chairman, president and chief executive officer
(2020 – Present)
Other positions in the past five years (position, date office held and status of employer):
President
(2019 – Present)
President, ExxonMobil Upstream Ventures
(2015 – 2019) (Affiliate)
Position held at the end of 2020 (date office held):
Senior vice-president, finance and administration, and controller
(2018 – Present)
Other positions in the past five years (position, date office held and status of employer):
Vice-president, downstream business services and downstream treasurer, Exxon Mobil Corporation
(2015 – 2018) (Affiliate)
Bradley W. Corson, 59
Calgary, Alberta, Canada
Daniel E. Lyons, 58
Calgary, Alberta, Canada
Theresa B. Redburn, 59
Calgary, Alberta, Canada
Position held at the end of 2020 (date office held):
Senior vice-president, commercial and corporate development
(2017 – 2020)
Other positions in the past five years (position, date office held and status of employer):
Vice-president, upstream commercial
(2014 – 2016)
Simon P. Younger, 45
Calgary, Alberta, Canada
Position held at the end of 2020 (date office held):
Senior vice-president, upstream
(2020 – Present)
Other positions in the past five years (position, date office held and status of employer):
Vice-president, production, upstream
(2019 – 2020)
Senior planning advisor, corporate strategic planning, upstream, Exxon Mobil Corporation
(2017 – 2019) (Affiliate)
Vice-president, production and joint interest manager, ExxonMobil Qatar Limited
(2015 – 2017) (Affiliate)
150
Bruce A. Jolly, 53
Calgary, Alberta, Canada
Position held at the end of 2020 (date office held):
Assistant controller
(2019 – Present)
Other positions in the past five years (position, date office held and status of employer):
Upstream controller
(2018 – 2019)
Controller, United States upstream production, Exxon Mobil Corporation
(2016 – 2018) (Affiliate)
Manager, global downstream financial coordination, Exxon Mobil Corporation
(2013 – 2016) (Affiliate)
Other executive officers of the company
In addition to the named executive officers listed above and on the previous page (with the exception of
T.B. Redburn), the following individuals are executive officers of the company as of February 16, 2021.
Jonathan R. Wetmore, 48
Calgary, Alberta, Canada
Position held (date office held):
Vice-president, downstream and Western Canada fuels manager
(2018 – Present)
Other positions in the past five years (position, date office held and status of employer):
Manager, supply and manufacturing
(June 2017 – December 2017)
Refinery manager, Fawley UK, UK Esso Petroleum Company Ltd
(2013 – 2017) (Affiliate)
Sherri L. Evers, 44
Calgary, Alberta, Canada
Position held (date office held):
Vice-president, commercial and corporate development
(2021 – Present)
Other positions in the past five years (position, date office held and status of employer):
Fuels manager, Central and Eastern Canada, fuels and lubricants
(2018 – 2020)
Product exchange and analysis manager, refining and supply, Exxon Mobil Corporation
(2016 – 2018) (Affiliate)
Midwest and northeast integrated business team lead, refining and supply, Exxon Mobil Corporation
(2014 – 2016) (Affiliate)
Kitty Lee, 44
Calgary, Alberta, Canada
Position held (date office held):
Treasurer
(2020 – Present)
Other positions in the past five years (position, date office held and status of employer):
Financial advisor, treasurer’s, Exxon Mobil Corporation
(2019 – 2020) (Affiliate)
Benefits finance manager, treasurer’s, Exxon Mobil Corporation
(2018 – 2019) (Affiliate)
Global coordination manager, controller’s, Exxon Mobil Corporation
(2016 – 2018) (Affiliate)
Financial advisor, treasurer’s, Exxon Mobil Corporation
(2015 – 2016) (Affiliate)
151
Kristi L. Desjardins, 47
Calgary, Alberta, Canada
Position held (date office held):
Vice-president, human resources
(2020 – Present)
Other positions in the past five years (position, date office held and status of employer):
Human resources services manager, global human resources operations, Exxon Mobil Corporation
(2018 – 2020) (Affiliate)
Manager, human resources services
(2017 – 2018)
Manager, human resources services, operations
(2014 – 2017)
Constance D. Gemmell, 54
Calgary, Alberta, Canada
Position held (date office held):
Director, corporate tax
(2018 – Present)
Other positions in the past five years (position, date office held and status of employer):
Manager, income tax planning and advice
(2013 – 2018)
Kimberly J. Haas, 47
Sarnia, Ontario, Canada
Ian R. Laing, 47
Calgary, Alberta, Canada
Position held (date office held):
Vice-president, chemicals and Sarnia chemical plant manager
(2020 – Present)
Other positions in the past five years (position, date office held and status of employer):
Project executive, chemicals, global operations, Exxon Mobil Chemical Company
(2020) (Affiliate)
Process manager, Baytown olefins plant, Exxon Mobil Chemical Company,
(2016 – 2020) (Affiliate)
Plant manager, Pensacola specialty elastomers plant, Exxon Mobil Chemical Company
(2014 – 2016) (Affiliate)
Position held (date office held):
Vice-president, general counsel and corporate secretary
(2020 – Present)
Other positions in the past five years (position, date office held and status of employer):
Assistant general counsel, downstream and corporate departments and corporate secretary
(2019 – 2020)
Assistant general counsel, upstream
(2017 – 2018)
Assistant general counsel, downstream
(2014 – 2016)
152
Letter to shareholders from the executive resources committee on
executive compensation
Dear fellow shareholders:
The executive resources committee (“committee”) would like to outline for you the role of the committee in
ensuring good governance in the management of executive compensation within the company.
Compensation governance
The committee is responsible for corporate policy on compensation and for specific decisions on the
compensation of the chief executive officer, key senior executives and officers of the company. In exercising
this responsibility, the committee views long-term orientation and the management of risk as integral
elements of the compensation policies and practices of the company. These policies and practices are
designed to keep management, including named executive officers, focused on the strategic objectives of the
company over the long term and to effectively assess and mitigate risk in the execution of these objectives.
The committee exercises oversight of a compensation program that supports the company’s objective to
attract, develop and retain key talent needed to achieve its strategic objectives.
The compensation discussion and analysis (“CD&A”) section that follows describes the compensation
program for the company’s named executive officers and how the program supports the business goals of the
company. The company’s compensation program is designed to:
align the interests of its executives with long-term shareholder interests;
encourage executives to manage risk and take a long-term view when making investments and
managing the assets of the business;
reinforce the company’s philosophy that the experience, skill and motivation of the company's
executives are significant determinants of future business success; and
promote career orientation and strong individual performance.
The compensation program design is aligned with the core elements of the majority shareholder’s
compensation program, including linkage to short and medium term aspects of incentive pay, long vesting
periods, risk of forfeiture and alignment with the shareholder experience.
We execute our oversight responsibilities in this regard by ensuring the company’s program is built on sound
principles of compensation design, including an annual assessment of comparator companies, appropriate
risk assessment and risk management practices, sound governance principles, and support of the company’s
business model. In exercising our oversight and decision making roles, the committee balances many factors
each year in terms of impact on compensation decisions relative to the company’s performance.
2020 business performance results
The committee considers both business results and individual performance in its decisions. 2020 presented
the company and the broader industry with extreme challenges. On the demand side, the COVID-19
pandemic resulted in significantly reduced demand for our products. Just as the pandemic took hold, we also
saw announcements of increased production in certain key oil-producing countries leading to sharp declines
in oil prices. In this difficult environment, the company took rapid action to weather the storm, while remaining
focused on delivering long-term shareholder value and positioning itself well for a recovery in demand and
prices. Key 2020 business results include:
Protected our work force in the face of the pandemic and delivered strong safety performance and
effective management of enterprise risk
Responded to market conditions resulting from the COVID-19 pandemic and decreases in commodity
prices
o Effective April 1, the company suspended the share buyback program to preserve cash
o Took decisive action to reduce capital and operating expenditures - committed to reducing capital
expenditures by $0.5 billion compared to initial guidance of $1.6 to $1.7 billion, and expense
reduction of $0.5 billion compared to the same period of 2019. Significantly exceeded both
commitments:
Capital expenditures for the full year of about $0.9 billion, down by nearly half versus initial
guidance
Production and manufacturing expenses for the full year are $5.5 billion, approximately $1.0
billion or 15 percent below 2019
153
o Adjusted planned asset maintenance scopes and schedules to reduce on-site staffing levels, lower
costs and to opportunistically complete maintenance during periods of lower demand
o Supported the national COVID-19 response, including:
Donating 60 tonnes of isopropyl alcohol to be used in disinfectant products
Providing $2 million in free fuel vouchers to frontline workers
$1.9 billion net loss, reflecting the extremely challenging business environment and including non-cash
impairment charge of $1.2 billion related to the company’s decision to not further develop a significant
portion of its unconventional portfolio
Generated positive cash flow from operating activities of $0.8 billion with substantial expense reductions
helping to offset the difficult market conditions
Maintained quarterly dividend level of $0.22 per share and increased the annual dividend paid for the 26th
consecutive year while maintaining stable debt levels
Over $0.9 billion returned to shareholders through dividends and share purchases
Strong operational performance in the upstream
o 398,000 gross oil-equivalent barrels per day of full-year upstream production
o Successfully completed full startup of Kearl supplemental crushing facilities driving record annual
production at Kearl
o Achieved the highest upstream quarterly production in 30 years in the fourth quarter
Adaptability drove positive earnings in the Downstream and Chemical businesses
o Economically optimized utilization, feedstock and product slates in line with pandemic impacts
o Leveraged new facilities at Strathcona refinery to produce and sell record volumes of asphalt
o Used spare capacity to produce record levels of diluent amidst favorable market conditions in the
fourth quarter
o Commenced operations of Strathcona refinery’s co-generation project
Continued commitment to industry leadership in technology, innovation and sustainability
o Invested $140 million in research and development activities
o Published Imperial’s Corporate Sustainability Report
Received Canadian Centre for Diversity and Inclusion’s western Canada “Employer Initiative of the Year”
recognizing the company’s approach to Indigenous business development
Recognized as one of Canada’s top 100 employers by Mediacorp Canada Inc.
Collectively, the above factors had an impact on 2020 compensation decisions for the named executive
officers.
2020 Compensation program highlights
Base salary
Annual bonus
Restricted stock
units
Salary increases included in this disclosure reflect market analysis and
competitiveness at the time of the decision in 2019.
For 2021, the executive resources committee elected to hold base salaries at
2020 levels, reflective of the current market conditions.
The 2020 annual bonus program (cash bonus and earnings bonus units) was
suspended, reflective of the current business environment and the resulting
company earnings.
This resulted in no executives receiving an annual bonus in 2020, compared to
65 executives who received an annual bonus in 2019 (program cost $3.2
million).
After a review of the competitive orientation of the company’s restricted stock
unit program, it was determined that current levels of restricted stock units were
appropriate and that the program continues to align with the design of the
majority shareholder’s program.
In 2020, 456 recipients, including 63 executives, were granted 747,040
restricted stock units.
154
The committee’s assessment is that the company’s compensation program is working as intended,
particularly in the current business environment, and has been effectively integrated over the long term with
the company’s business model. A substantial portion of executive total direct compensation is variable pay at
risk, which exposes their compensation to the full impact of the commodity price cycle. Further, the
suspension of the annual bonus program and the nature of our restricted stock units program being issued on
a share denominated basis have directly impacted the overall compensation levels for our executives. The
results of the executive compensation program has demonstrated the intent with which it was designed, and
consequently has resulted in lower levels of compensation in 2020 for our chief executive officer, key senior
executives and officers of the company.
The committee has recommended to the board that the CD&A be included in the company’s management
proxy circular for the 2021 annual meeting of shareholders. We encourage you to read the comprehensive
disclosure in the CD&A that follows. The committee is committed to overseeing all aspects of the executive
compensation program in the best interests of the company and all shareholders.
Submitted on behalf of the executive resources committee,
Original signed by
D.S. Sutherland,
Chair, executive resources committee
D.W. Cornhill, Vice-chair
D.C. Brownell
K.T. Hoeg
M.C. Hubbs
J.M. Mintz
155
Compensation discussion and analysis
Table of contents
Overview................................................................................................................................... 157
Canadian business environment ............................................................................................................ 157
Business model ...................................................................................................................................... 157
Key business strategies .......................................................................................................................... 157
Key elements of the compensation program .......................................................................................... 157
Management of risk ................................................................................................................................ 158
Other supporting compensation and staffing practices .......................................................................... 159
Hedging policy ........................................................................................................................................ 159
Business performance and basis for compensation ............................................................................... 159
Succession planning ............................................................................................................................... 160
Compensation program .......................................................................................................... 160
Career orientation ................................................................................................................................... 160
Base salary ............................................................................................................................................. 161
Annual bonus .......................................................................................................................................... 162
Restricted stock units .............................................................................................................................. 163
Vesting of restricted stock units ....................................................................................................... 164
Amendments to the restricted stock unit plan ................................................................................. 164
Forfeiture and claw-back risk .................................................................................................................. 166
Retirement benefits ................................................................................................................................. 167
Pension plan benefits ....................................................................................................................... 167
Savings plan benefits ........................................................................................................................ 168
Compensation considerations ................................................................................................ 169
Benchmarking ......................................................................................................................................... 169
Comparator companies .......................................................................................................................... 169
Analytical tools – Compensation summary sheets ................................................................................. 170
2020 named executive officer compensation assessment ..................................................................... 170
2020 chief executive officer compensation assessment ........................................................................ 172
Pay awarded to other named executive officers..................................................................................... 172
Independent consultant .......................................................................................................................... 172
Performance graph ................................................................................................................................. 173
Frequently used terms ............................................................................................................................ 173
Executive compensation tables and narratives ..................................................................... 174
Summary compensation table ................................................................................................................ 174
Outstanding share-based awards and option-based awards for named executive officers ................... 176
Incentive plan awards for named executive officers – Value vested during the year............................. 177
Equity compensation plan information .................................................................................................... 178
Restricted stock units as a percentage of outstanding shares ............................................................... 178
Annual burn rate ..................................................................................................................................... 179
Status of prior long-term incentive compensation plans ......................................................................... 179
Pension plan benefits ........................................................................................................................... 179
156
Overview
The company takes a long-term view to managing its business.
Providing energy to help meet the demands of both Canada and the rest of North America is a complex
business. The company meets this challenge by taking a long-term view in managing its business rather than
reacting to short-term business cycles. The company’s strategies provide the framework to deliver on its
commitments, create shareholder value throughout the commodity price cycle, and address the dual
challenge of meeting growing energy demand while reducing environmental impacts. As such, the
compensation program design aligns with the long-term sustainability of the business and supports key
business strategies as outlined below:
Canadian business environment
Large, accessible upstream resources
Mature, competitive downstream markets
Evolving environmental, fiscal and energy policies impacting global competitiveness
Market access limitations, uncertainties
Business model
Long-life, competitively advantaged assets
Disciplined investment and cost management
Value-chain integration and synergies
High-impact technologies and innovation
Operational excellence and responsible growth
Key business strategies
Personnel safety and operational excellence
Grow profitable production and sales volumes
Disciplined and long-term focus on improving the productivity of the company’s asset mix
Best-in-class cost structure to support industry-leading returns on capital and superior cash flow
These key business strategies are the primary focus and support long-term growth in shareholder value.
Key elements of the compensation program
The key elements of the company’s compensation program that align with the business model and support
key business strategies are:
Element
Restricted
Stock Units
k
s
i
r
t
a
l
e
b
a
i
r
a
V
Annual
bonus (b)
Features
Approximately 50 percent or more of total direct compensation for named executive officers (a)
Aligns level of executive compensation with returns of long-term shareholders
Encourages long-term view through commodity price cycle
Places significant portion of executive pay at risk of forfeiture
Approximately 10 to 20 percent of total direct compensation for named executive officers (a)
Actual award determined by company earnings performance, individual performance and pay
Link pay to annual company earnings performance
grade
50 percent of award paid in cash at grant; 50 percent subject to delayed payout feature that is
based on future earnings performance
Delayed feature provides medium-term performance metric and puts 50 percent of bonus at risk
of forfeiture
Provides a base level of competitive income, determined by performance, experience and pay
grade
Base Salary
d
e
x
F
i
Retirement
Benefits
Ties directly to retirement benefits
Pension and savings plans
Provide for financial security after employment
(a) Total direct compensation includes salary, the annual bonus grant (cash and earnings bonus units awards), and the grant date
fair value of the restricted stock unit award which is equal to the price of the company’s common shares on the date of grant.
(b) The annual bonus program was suspended for 2020. See page 162 for further details about the program.
157
Management of risk
The company is governed by a comprehensive and well-established risk management system, and the
company’s success in managing risk over time has been achieved through emphasis on execution of this
disciplined management framework. The company operates in an industry in which effective risk
management is critical. The company’s risk management framework includes a process for identifying,
prioritizing, measuring, and managing the principal risks across the company, as well as assessing the
company’s response to these risks. This framework establishes common expectations for addressing risks
inherent in our business and takes priority over other business and financial objectives. For further discussion
on the company’s risk management system and oversight, see “Risk oversight” within the “Statement of
corporate governance practice” on page 129.
The company’s long-term orientation and compensation program design encourage the highest performance
standards and discourage inappropriate risk taking. The compensation program components described below
are designed to incent effective management of all operating and financial risks associated with the
company’s business, including risks related to climate change, in order to:
protect the safety and security of our employees, the communities and the environment in which we
operate;
manage risk and operate the business with effective business controls;
create sustainable value for company shareholders by increasing shareholder return, net income,
return on average capital employed*; and
advance the long-term strategic direction of the company.
Due to the long vesting periods of restricted stock units and the linkage of compensation to overall company
performance, including all aspects of risk management, executive compensation is inherently designed to
support the sustainability of our operations and management of risk.
* For a definition of return on average capital employed, see the “Frequently used terms” section on page 173.
Compensation components
To manage risk, a substantial portion of total compensation (excluding compensatory pension value) to senior
executives is in the form of an annual bonus and restricted stock units. In the judgment of the committee, the
mix of short, medium and long-term incentives strikes an appropriate balance in aligning the interests of the
senior executives with the business priorities and the long-term sustainable growth of the company to create
value for the shareholder. Ongoing reviews of our compensation program, including incentives, ensure
continued relevance of this mix and applicability for the company.
The table below outlines the risk management elements of our compensation programs:
Compensation
Components
Risk Management
Common programs
Annual bonus
All executives employed by the company, including the named executive officers, participate
in common programs (the same salary, incentive and retirement programs). Similar
compensation design features and allocation of awards within the programs discourage
inappropriate risk taking. The compensation of executives is differentiated based on
individual performance assessment, level of responsibility and individual experience.
All executives on assignment from an affiliate of the company, including the named
executive officers on assignment from Exxon Mobil Corporation and Esso Australia Pty Ltd.,
also participate in common programs that are administered by Exxon Mobil Corporation or
such affiliates. The named executive officers on assignment receive the company’s
restricted stock units.
The executive resources committee reviews and approves compensation recommendations
for each named executive officer prior to implementation.
Delayed payout – Payout of 50 percent of the annual bonus is delayed. The timing of the
delayed payout is determined by earnings performance. This is a unique feature of the
company’s program relative to many comparator companies.
Recoupment (“claw-back”) and forfeiture – The entire annual bonus is subject to claw-back
and the delayed portion of the annual bonus is subject to forfeiture in the event of material
negative restatement of the company’s reported financial or operating results. This reinforces
the importance of the company’s financial controls and compliance programs. Claw-back and
forfeiture provisions also apply if an executive resigns or engages in detrimental activity.
158
Restricted stock units
Pension
Long holding periods – To further reinforce the importance of risk management and a long-
term investment orientation, senior executives are required to hold a substantial portion of
their equity incentive award for periods that far exceed the typical holding periods of
comparator stock programs. The lengthy holding periods are tailored to the company’s
business model.
Risk of forfeiture – During these long holding periods, the restricted stock units are at risk of
forfeiture for resignation or detrimental activity. The long vesting periods on restricted stock
units and the risk of forfeiture together support an appropriate risk/reward profile that
reinforces the long-term orientation expected of senior executives.
The company’s defined benefit pension plan and supplemental pension arrangements are
highly dependent on executives remaining with the company for a career and performing at
the highest levels until retirement. This dimension of total compensation encourages
executives to take a long-term view when making business decisions and to focus on
achieving sustainable growth for shareholders.
For more details about the aforementioned compensation components, see the “Compensation program” section.
Other supporting compensation and staffing practices
A long established program of management development and succession planning is in place to
reinforce a career orientation and ensure continuity of leadership.
The use of perquisites at the company is very limited, and mainly composed of financial planning for
senior executives and the selective use of club memberships which are largely tied to building
business relationships.
Tax assistance is provided for employees on expatriate assignment. This assistance consists
primarily of a tax equalization component designed to maintain the employees’ overall income tax
burden at approximately the same level it would have otherwise been, had they remained in their
home country. The expatriate relocation program is broad-based and applies to all executive,
management, professional and technical transferred employees.
Hedging policy
Company policy prohibits all employees, including executives, and directors, from being a party to derivative
or similar financial instruments, including puts, calls, or other options, future or forward contracts, or equity
swaps or collars, with respect to the company or Exxon Mobil Corporation stock.
Business performance and basis for compensation
The assessment of employee performance is conducted through the company's performance assessment
program. Conducted annually, the process assesses performance against relevant business performance
measures and objectives, including the means by which performance is achieved. These business
performance measures may include:
safety, health and environmental performance;
risk management;
total shareholder return;
net income;
operating performance of the upstream, downstream and chemical segments; and
progress on advancing government relations and long-term strategic interests.
return on average capital employed*;
cash flow from operations and asset sales*;
* For a definition of return on average capital employed and cash flow from operations and asset sales, see the “Frequently used terms” section on page
173.
The performance assessment program includes a comparative assessment of employee performance using a
standard approach throughout the organization and at all levels. It is integrated with the compensation
program, which results in significant pay differentiation between higher and lower performers. The
performance assessment program is also integrated with the executive development process. Both have
been in place for many years and are the basis for planning individual development and succession for
management positions. Decision-making with respect to compensation requires judgment, taking into account
business and individual performance and responsibility. Quantitative targets or formulae are not used to
assess individual performance or determine the amount of compensation.
159
Succession planning
The succession planning process fosters the company’s approach to a career orientation and promotion from
within. This approach strengthens continuity of leadership and supports ongoing alignment with our long-term
business model. This process helps to assess the competence and readiness of individuals for senior
executive positions. The executive resources committee is responsible for approving specific succession
plans for the position of chairman, president and chief executive officer and key senior executive positions,
including all officers of the company.
The executive resources committee regularly reviews the company's succession plans for key senior executive
positions. It considers candidates for these positions from within the company and certain candidates from
Exxon Mobil Corporation and its affiliates. This is an in-depth review of succession plans, which includes the
consideration of various aspects of diversity as well as plans to address gaps, if any, for key executives. The
company has a long-standing practice to regularly review with senior management the progress of women,
Indigenous people, persons with disabilities and visible minorities including topics such as recruitment, attrition,
training and development. For more information regarding executive officer diversity see page 145.
The chairman, president and chief executive officer also discusses the strengths, progress and development
needs of key succession candidates regularly. This provides the board an opportunity to confirm a pipeline of
key and diverse talent exists to enable achievement of long-term strategic objectives. The executive resources
committee makes recommendations to the board of directors for selection of all officers of the company, as well
as other key senior executive positions reporting to the chairman, president and chief executive officer.
Compensation program
The company’s compensation program is designed to reward performance,
promote retention, and encourage long-term business decisions.
Career orientation
The company’s objective is to attract, develop and retain over a career the best talent available. It takes a
long period of time and significant investment to develop the experienced executive talent necessary to
succeed in the company’s business. Senior executives must have experience with all phases of the business
cycle to be effective leaders. The company’s compensation program elements are designed to encourage a
career orientation among employees at all levels of the company. Career orientation among a dedicated and
highly skilled workforce, combined with the highest performance standards, contributes to the company’s
leadership in the industry and serves the interests of shareholders in the long term. Company service of the
named executive officers ranges from approximately 30 to 36 years and reflects this on-going career
orientation strategy.
The compensation program emphasizes individual experience and performance; executives holding similar
positions may receive substantially different levels of compensation. Consistent with the company’s long-term
career orientation, high-performing executives typically earn substantially higher levels of compensation in the
later years of their careers. This pay practice reinforces the importance of a long-term focus on making
decisions that are key to business success.
The company's executive compensation program is composed of base salaries, as well as short-term cash
bonus and medium-term and long-term incentive compensation. The company does not have written
employment contracts or any other agreement with its named executive officers providing for payments on
change of control or termination of employment. The following chart provides an overview of the combined
elements of the compensation program for executives, including the ‘pay at risk’ horizon for the executives.
160
Base salary
Salaries provide executives with a base level of income. Individual salary increases may vary based on each
executive's performance assessment and other factors such as the executive’s responsibility, career
development and experience. Salary decisions also directly affect the level of retirement benefits since salary
is included in the retirement benefits calculation. Thus, the level of retirement benefits is also performance-
based, like other elements of compensation.
2020 Decisions
Given that executive salaries are determined prior to the start of each year, the salary increases
included in this disclosure reflect market analysis and competitiveness at the time of the decision in
2019.
For 2021, the executive resources committee elected to hold base salaries at 2020 levels, reflective
of the current market conditions.
161
Annual bonus
The bonus program is established annually by the executive resources committee based on earnings, and
can be highly variable depending on these results.
In establishing the annual bonus program, the executive resources committee:
considers input from the chairman, president and chief executive officer on performance of the
company and from the company’s internal compensation advisors regarding compensation trends as
obtained from external consultants;
considers the linkage to the majority shareholder’s bonus program given the company’s working
interest is included in Exxon Mobil Corporation earnings;
considers annual net income of the company; and
uses judgment to manage the overall size of the annual bonus program taking into consideration the
cyclical nature and long-term orientation of the business.
The annual bonus program incorporates unique elements to further reinforce retention and recognize
performance. Awards under this program are generally delivered as:
Annual Bonus
=
50% Cash
Paid in year of grant
(Short-term incentive)
+
50% Earnings Bonus Units (EBU)
Delayed payout based on cumulative
earnings performance
(Medium-term incentive)
The annual bonus includes the combined value of the cash bonus and delayed earnings bonus unit
portion, and is intended to be competitive with other major comparator companies.
The cash component is intended to be a short-term incentive, while the earnings bonus unit is
intended to be a medium-term incentive. Earnings bonus units are generally equal to and granted in
tandem with cash bonuses. Individual bonus awards vary depending on each executive’s
performance assessment.
Earnings bonus units are cash awards that are tied to future cumulative earnings per share. This is a
unique feature of the company’s program relative to many comparator companies.
Earnings bonus units pay out when a specified level of cumulative earnings per share (or
trigger) is achieved or in three years at a reduced level. The trigger is intentionally set at a level
that is expected to be achieved within the three-year period and reinforces the company’s
principle of sustained improvement in the company’s business performance and aligns the
interests of executives with those of long-term shareholders.
If cumulative earnings per share do not reach the trigger within three years, the payment with
respect to the earnings bonus units will be reduced to an amount equal to the number of units
multiplied by the actual cumulative earnings per share over the three-year period. The amount of
the award, once vested, will never exceed the original grant value. The delayed payout of the
earnings bonus units puts part of the annual bonus at risk of forfeiture and thus reinforces the
performance basis of the annual bonus grant.
2020 Decisions
The 2020 annual bonus program (cash bonus and earnings bonus units) was suspended, reflective of
the current business environment and the resulting company earnings.
This resulted in no executives receiving an annual bonus in 2020, compared to 65 executives who
received an annual bonus in 2019 (program cost $3.2 million).
162
Restricted stock units
The vesting periods of the company’s long-term incentive program are greater
than those in use by comparator companies.
The company's only long-term incentive compensation plan is a restricted stock unit plan, in place since
December 2002. Restricted stock units are granted to select employees of the company, select employees of
a designated affiliate and nonemployee directors of the company. The current plan’s vesting periods for
employees are as follows:
for the chairman, president and chief executive officer
50% on the fifth
anniversary,
and
50% on the
tenth
anniversary
for all other employees
50% on the
third
anniversary,
and
50% on the
seventh
anniversary
Granting compensation in the form of restricted stock units with long vesting periods is aligned with the long-
term nature of the company's business. This stock program design helps keep executives focused on the key
premise that decisions made today affect the performance of the organization and company stock for many
years to come. This practice supports a risk/reward model that reinforces a long-term view, which is critical to
the company's sustainable business success, and discourages inappropriate risk taking.
The basis for the grant includes an annual assessment of individual performance including a review of
business performance results as noted on page 170. The amount granted is intended to provide an incentive
to promote individual contribution to the company’s performance and to retain employees. The restricted
stock unit program awards the same number of shares for individuals with the same level of individual
performance and pay grade or level of responsibility. Grants may be adjusted periodically based on an
assessment of the program’s competitive orientation. An individual’s grant amount may be reduced at time of
grant, if recent performance is deemed to have changed significantly at that time. As a matter of principle, the
company does not offset losses on prior grants with higher share awards in subsequent grants, nor does the
company re-price restricted stock units. Restricted stock units are not included in pension calculations.
The vesting periods, which are typically greater than those in use by other companies, reinforce the
company’s focus on growing shareholder value over the long term by linking a large percentage of executive
compensation and the shareholding net worth of executives to the value of the company’s stock. The long
vesting periods ensure that a substantial portion of the compensation received by the chairman, president
and chief executive officer, as well as other key senior executives, will be received after retirement. The value
of this compensation is at risk in the event that their decisions prior to retirement negatively impact share
market value after retirement. The objective of these aforementioned vesting periods is to hold senior
executives accountable for many years into the future, and even into retirement, for investment and operating
decisions made today. This type of compensation design removes employee discretion in the timing of
163
exercising restricted stock units, reinforces retention objectives, and supports alignment with the long-term
interests of shareholders.
2020 Decisions
After a review of the competitive orientation of the company’s restricted stock unit program, it was
determined that current levels of restricted stock units were appropriate and that the program
continues to align with the design of the majority shareholder’s program.
In 2020, 456 recipients, including 63 executives, were granted 747,040 restricted stock units.
Vesting of restricted stock units
Restricted stock units vest pursuant to the vesting provisions described in the previous section. Restricted
stock units cannot be assigned. The vesting period for restricted stock unit awards is not subject to
acceleration, except in the case of death.
Upon vesting, each restricted stock unit entitles the recipient the right to receive an amount equal to the value
of one common share of the company, based on the five day average closing price of the company’s shares
on the vesting date and the four preceding trading days. For units granted to senior executives other than the
chairman, president and chief executive officer, 50 percent of the units vest as a cash payment on the third
and seventh anniversary of the grant date, with the following exception: for units granted to Canadian
residents, the recipient may receive one common share of the company per unit or elect to receive a cash
payment for the units that vest on the seventh anniversary. For all units granted to the chairman, president
and chief executive officer, upon vesting, the recipient may receive one common share of the company per
unit or elect to receive a cash payment for the units. During the restricted period, the recipient will also receive
cash payments equivalent to the cash dividends paid to holders of regular common stock.
The company’s directors and officers as a group hold approximately 11 percent of the unvested restricted
stock units that give the recipient the right to receive common shares that represent about 0.03 percent of the
company’s outstanding common shares. Currently, the maximum number of common shares that any one
person may receive from the vesting of restricted stock units is 690,500 common shares, which is about 0.09
percent of the outstanding common shares. In the case of any subdivision, consolidation, or reclassification of
the shares of the company or other relevant change in the capitalization of the company, the company, in its
discretion, may make appropriate adjustments in the number of common shares to be issued and the
calculation of the cash amount payable per restricted stock unit.
Exxon Mobil Corporation has a plan similar to the company’s restricted stock unit plan, under which grantees
may receive restricted stock or restricted stock units, both of which are referred to herein as Exxon Mobil
Corporation restricted stock. B.W. Corson holds Exxon Mobil Corporation restricted stock granted in 2018 and
previous years, as well as the company’s restricted stock units granted since 2019. D.E. Lyons holds Exxon
Mobil Corporation restricted stock granted in 2017 and previous years, as well as the company’s restricted
stock units granted since 2018. S.P. Younger holds Exxon Mobil Corporation restricted stock granted in 2019
and previous years, as well as the company’s restricted stock units granted in 2020.
Amendments to the restricted stock unit plan
In 2008, the company’s restricted stock unit plan was amended to provide that the number of common shares
of the company issuable under the plan to any insiders (as defined by the Toronto Stock Exchange) cannot
exceed 10 percent of the issued and outstanding common shares, whether at any time or as issued in any
one year. The Toronto Stock Exchange advised that this amendment did not require shareholder approval.
Additionally, shareholders approved the following changes to the restricted stock unit plan:
In addition to the existing three and seven year vesting provisions, include an additional vesting period
option for 50 percent of restricted stock units to vest on the fifth anniversary of the date of grant, with the
remaining 50 percent of the grant to vest on the later of the tenth anniversary of the date of grant or the
date of retirement of the grantee. The recipient of such restricted stock units may receive one common
share of the company per unit or elect to receive the cash payment for all units to be vested. The choice
of which vesting period provision to use will be at the discretion of the company.
Set a vesting price based on the weighted average price of the company’s shares on the vesting date and
the four consecutive trading days immediately prior to the vesting date.
Set out which amendments in the future will require shareholder approval, and which amendments will
only require board of directors approval. The board of directors may amend the plan without shareholder
approval for RSUs previously issued or to be issued in the future, unless the amendment is with respect
to:
increasing the shares served for issuance;
164
increasing the vesting price;
extending eligibility to participate in the plan to persons not included in the plan;
extending the right of a grantee to transfer or assign RSUs; or
adjusting the vesting date for any RSUs previously granted.
In 2011, the restricted stock unit plan was amended to include language confirming the long-standing practice
of not forfeiting any restricted stock units in the event that the grantee’s continued employment terminates on
or after the date the grantee reaches the age of 65 in circumstances where the grantee becomes entitled to
an annuity under the company’s retirement plan.
In 2016, the restricted stock unit plan was amended to update provisions regarding forfeiture of restricted
stock units in the event of detrimental activity and to provide a new vesting option in addition to the existing
vesting options previously described, such that the second 50 percent of the restricted stock units may vest
on the tenth anniversary following the grant date.
In 2020, the restricted stock unit plan was amended to update provisions regarding the vesting periods for the
units granted in 2020 and onwards to the chairman, president and chief executive officer, such that 50
percent of restricted stock units vest on the fifth anniversary and remaining 50 percent on the tenth
anniversary. For awards granted prior to 2020, the vesting of the tenth anniversary portion of the award is
delayed until retirement if later than 10 years.
165
Forfeiture and claw-back risk
The company’s incentive plans include forfeiture and claw-back provisions that discourage
employees from taking inappropriate risks and engaging in detrimental activities.
The annual bonus is subject to forfeiture and claw-back if:
An executive retires or employment with the company terminates (for any reason, whether at initiative
of employee, the company or otherwise).
The company has indicated its intention not to forfeit outstanding awards of employees who retire
at age 65. In other circumstances, where a recipient retires or terminates employment, the
company may determine that awards shall not be forfeited.
Risk of forfeiture and claw-back continues to exist for detrimental activity.
An executive, without the consent of the company, engages in any activity, during employment or
after retirement or the termination of employment, which is detrimental to the company, including
working for a competitor.
In 2016, the plan was amended to extend the forfeiture period for detrimental activity from two
years to the life of the award.
There is a material negative restatement of the company’s reported financial or operating results. For
executive officers of the company, some or all of any unvested earnings bonus units granted in the
three years prior to the restatement are subject to forfeiture. In addition, any cash amounts received
from bonus or earnings bonus units that were paid out up to five years prior to the restatement are
subject to claw-back.
Restricted stock units are subject to forfeiture and claw-back if:
A recipient retires or employment with the company terminates (for any reason, whether at initiative of
employee, the company or otherwise).
The company has indicated its intention not to forfeit restricted stock units of employees who
retire at age 65. In other circumstances, where a recipient retires or terminates employment, the
company may determine that restricted stock units shall not be forfeited.
Risk of forfeiture and claw-back continues to exist for detrimental activity.
A recipient, without the consent of the company, engages in any activity, during employment or after
retirement or termination of employment, which is detrimental to the company, including working for a
competitor.
With respect to executives, at any time prior to vesting of the outstanding awards.
With respect to all other employees, for a period of up to three years after retirement or the
termination of employment.
In 2016, the plan was amended to extend the forfeiture period for detrimental activity from two
years to the periods noted.
166
Retirement benefits
Named executive officers participate in the same pension plan, including supplemental pension arrangements
outside the registered plan, as other employees, except for B.W. Corson, D.E. Lyons and S.P. Younger who
participate in Exxon Mobil Corporation or respective affiliates’ pension plans.
Pension plan benefits
The company has provided defined benefit pension plans to its employees since 1919. The current pension
plan provides a 1.5 percent accrual formula to all employees hired on and after September 1, 2015. All plan
participants employed prior to the date of the change will continue to accrue pension benefits based on
accrual formulae in place prior to September 1, 2015. A portion of the pension plan provides for pension
benefits accrual only until December 1st in the year the employee reaches the age of 71. The company’s non-
registered supplemental pension arrangements address any portions of the defined benefit that cannot be
paid from the registered plan due to income tax regulations that impose limits on the amounts that can be
paid from a registered plan.
Any pension amounts paid to an eligible employee are subject to the employee meeting the terms of the
registered pension plan, and if applicable, the criteria of the supplemental pension arrangements. No
supplemental pension amounts are payable if an employee resigns before reaching retirement eligibility.
For executive officers who receive an annual bonus, the company’s supplemental pension arrangements can
also provide an annual benefit of either 1.5 percent or 1.6 percent of final average bonus earnings multiplied
by years of service depending on the plan which they participate in. Final average bonus earnings include the
average annual bonus for the three highest grants of the last five awarded prior to retirement for eligible
executives, but do not include restricted stock units. Limiting the final average bonus earnings to the five
awards granted prior to retirement provides a strong incentive for executives to continue to perform at a high
level. Annual bonus includes the cash amounts that are paid at grant and the maximum settlement value of
any earnings bonus units received, as described starting on page 162. The value of the earnings bonus units
are expected to pay out, subject to forfeiture provisions, and are therefore included for supplemental pension
arrangement purposes in the year of grant rather than the year of payment.
The estimated benefits that would be payable upon retirement to each named executive officer under the
company’s pension plan and the supplemental pension arrangements can be found in the pension plan
benefits table starting on page 179. The company does not grant additional pension service credit.
T.B. Redburn and B.A. Jolly participate in the historic 1.6 percent provision of the company’s plan that was
closed to new participants at the end of 1997. Key features of this historic plan include:
An annual benefit equal to 1.6 percent multiplied by final average earnings multiplied by years of service,
with a partial offset for applicable government pension benefits. Final average earnings consists of base
salary over the highest 36 consecutive months in the 10 years of service prior to retirement.
An option to forego a portion of the company’s matching contributions to the savings plan in order to
receive an additional 0.4 percent of final average earnings.
B.W. Corson, D.E. Lyons and S.P. Younger are not participants in the company’s pension plan, but are
participants in the Exxon Mobil Corporation or respective affiliates’ pension plans:
Mr. Corson and Mr. Lyons participate in the Exxon Mobil Corporation defined benefit plan. Under this plan,
the pension is payable in U.S. dollars and is calculated based on final average base salary over the
highest 36 consecutive months in the 10 years of service prior to retirement, and the average annual
bonus for the three highest grants of the last five awarded prior to retirement, but do not include restricted
stock units.
Mr. Younger participates in the Esso Australia Pty Ltd. Defined benefit plan. Under this plan, the pension is
payable in Australian dollars and is calculated based on final average base salary over the highest 12
consecutive months in the 10 years of service prior to retirement.
167
Savings plan benefits
The company maintains a savings plan into which career employees with more than one year of service may
contribute between 1 and 30 percent of normal earnings. The company provides contributions which vary
depending on the amount of employee contributions and in which defined benefit pension arrangement the
employee participates. All named executive officers are eligible to receive a company matching contribution of
up to 6 percent, except for B.W. Corson, D.E. Lyons, and S.P. Younger, who participate in their respective
affiliates’ savings plan, where applicable.
Employee and company contributions can be allocated in any combination to a non-registered (tax-paid)
account, or a registered (tax-deferred) group retirement savings plan (RRSP). Employee contributions can be
redirected from the tax-paid account to a tax-free savings account (TFSA). Both the RRSP and TFSA
accounts are subject to contribution limits under the Income Tax Act.
Available investment options include cash savings, a money market mutual fund, a suite of four index-based
equity or bond mutual funds and company shares. Assets in the RRSP account and company contributions to
the tax-paid account may only be withdrawn upon retirement or termination of employment, reinforcing the
company’s long-term approach to total compensation. Income tax regulations require RRSPs to be converted
into an eligible form of retirement income by the end of the calendar year in which the individual reaches age
71.
168
Compensation decision making process and considerations for named executive officers
Benchmarking
In addition to the assessment of business performance, individual performance and level of responsibility, the
executive resources committee relies on market comparisons to a group of major Canadian companies.
Comparator companies
The following criteria are used to select comparator companies:
Canadian companies or Canadian affiliates;
large operating scope and complexity;
capital intensive; and
proven sustainability.
Energy
Non-Energy
Canadian Natural Resources Limited
BCE Inc.
Cenovus Energy Inc.
Chevron Canada Ltd.
Canadian Pacific Railway Limited
Canadian Tire Corporation, Limited
China National Offshore Oil Corporation
General Electric Canada
IBM Canada Ltd.
Proctor & Gamble Inc.
Royal Bank of Canada
ConocoPhillips Canada
Devon Canada Corporation
Enbridge Inc.
Husky Energy Inc.
Irving Oil Ltd.
NOVA Chemicals Corporation
Nutrien Ltd.
Ovintiv Inc.
Repsol Oil & Gas Canada Inc.
Shell Canada Limited
Suncor Energy Inc.
TC Energy Corporation
Valero Energy
The company is a national employer drawing from a wide range of disciplines. It is important to understand its
competitive orientation relative to a variety of energy and non-energy employers. Compensation trends
across industries, based on survey data, are prepared annually by an independent external consultant with
additional analysis and recommendation provided by the company’s internal compensation advisors.
Consistent with the executive resources committee’s practice of using well-informed judgment rather than
formulae to determine executive compensation, the committee does not target any specific percentile among
comparator companies to align compensation. The focus is on a broader and more flexible orientation,
generally a range around the median of the comparator energy companies’ compensation. This approach
applies to salaries and the annual incentive program that includes annual bonus and restricted stock units.
As a secondary source of data, the executive resources committee also considers a comparison with the
majority shareholder when it determines the annual bonus program. For the restricted stock unit program, the
executive resources committee may review a summary of comparator company data provided by the same
external consultant in order to assist in assessing total value of long-term compensation grants. As a result,
grant level guidelines may be adjusted periodically to maintain the program’s competitive orientation. As a
matter of principle, the company does not offset losses on prior grants with higher share awards in
subsequent grants, nor does the company re-price restricted stock units.
This overall approach provides the company with the ability to:
better respond to changing business conditions;
169
manage salaries based on a career orientation;
minimize potential for automatic increasing of salaries, which could occur with an inflexible and
narrow target among benchmarked companies; and
differentiate salaries based on performance and experience levels among executives.
Details of the compensation assessment for the named executive officers are outlined on pages 170 and 172.
Analytical tools – Compensation summary sheets
The compensation summary sheet is a matrix used by the executive resources committee that shows the
individual elements and total compensation for each senior executive. The summary sheet is used to
understand how decisions on each individual element of compensation affect total compensation for each
senior executive. The committee considers both current compensation recommendations and prior
compensation results in its final determination.
The elements of Exxon Mobil Corporation and respective affiliates’ compensation programs for B.W. Corson,
D.E. Lyons and S.P. Younger, including salary, annual bonus and restricted stock units (long-term)
compensation considerations, are generally similar to those of the company. The data used for long-term
compensation determination for Mr. Corson, Mr. Lyons, and Mr. Younger is as described previously, as they
received the company’s restricted stock units in 2020. The executive resources committee reviews and
approves recommendations for each named executive officer prior to implementation. Mr. Corson’s
compensation determination is described in more detail on page 172.
2020 named executive officer compensation assessment
When determining the annual compensation for the named executive officers, the executive resources
committee has reflected on the following business performance result indicators in its determination of 2020
salary and incentive compensation.
Business performance results for consideration
The operating and financial performance results listed below and the company's continued maintenance of
sound business controls and a strong corporate governance environment formed the basis for the salary and
incentive award decisions made by the executive resources committee in 2020. The executive resources
committee considered the results over multiple years, relative to the company’s proven business model and
strategies, to deliver long-term shareholder value.
Protected our work force in the face of the pandemic and delivered strong safety performance and
effective management of enterprise risk
Responded to market conditions resulting from the COVID-19 pandemic and decreases in commodity
prices
o Effective April 1, the company suspended the share buyback program to preserve cash
o Took decisive action to reduce capital and operating expenditures - committed to reducing capital
expenditures by $0.5 billion compared to initial guidance of $1.6 to $1.7 billion, and expense
reduction of $0.5 billion compared to the same period of 2019. Significantly exceeded both
commitments:
Capital expenditures for the full year of about $0.9 billion, down by nearly half versus initial
guidance
Production and manufacturing expenses for the full year are $5.5 billion, approximately $1.0
billion or 15 percent below 2019
o Adjusted planned asset maintenance scopes and schedules to reduce on-site staffing levels, lower
costs and to opportunistically complete maintenance during periods of lower demand
o Supported the national COVID-19 response, including:
Donating 60 tonnes of isopropyl alcohol to be used in disinfectant products
Providing $2 million in free fuel vouchers to frontline workers
$1.9 billion net loss, reflecting the extremely challenging business environment and including non-cash
impairment charge of $1.2 billion related to the company’s decision to not further develop a significant
portion of its unconventional portfolio
Generated positive cash flow from operating activities of $0.8 billion with substantial expense reductions
helping to offset the difficult market conditions
Maintained quarterly dividend level of $0.22 per share and increased the annual dividend paid for the 26th
consecutive year while maintaining stable debt levels
Over $0.9 billion returned to shareholders through dividends and share purchases
170
Strong operational performance in the upstream
o 398,000 gross oil-equivalent barrels per day of full-year upstream production
o Successfully completed full startup of Kearl supplemental crushing facilities driving record annual
production at Kearl
o Achieved the highest upstream quarterly production in 30 years in the fourth quarter
Adaptability drove positive earnings in the Downstream and Chemical businesses
o Economically optimized utilization, feedstock and product slates in line with pandemic impacts
o Leveraged new facilities at Strathcona refinery to produce and sell record volumes of asphalt
o Used spare capacity to produce record levels of diluent amidst favorable market conditions in the
fourth quarter
o Commenced operations of Strathcona refinery’s co-generation project
Continued commitment to industry leadership in technology, innovation and sustainability
o Invested $140 million in research and development activities
o Published Imperial’s Corporate Sustainability Report
Received Canadian Centre for Diversity and Inclusion’s western Canada “Employer Initiative of the Year”
recognizing the company’s approach to Indigenous business development
Recognized as one of Canada’s top 100 employers by Mediacorp Canada Inc.
Performance assessment considerations
The preceding results form the context in which the committee assesses the individual performance of each
senior executive, taking into account experience and level of responsibility. Annually, the chairman, president
and chief executive officer reviews the performance of the senior executives in achieving business results and
individual development needs.
The same long-term key business strategies noted on page 157 and the company’s business performance
results are key elements in the assessment of the chairman, president and chief executive officer's
performance by the executive resources committee.
The performance of all named executive officers is also assessed by the board of directors throughout the
year during specific business reviews and board committee meetings that provide information on strategy
development, operating and financial results, safety, health, and environmental results, business controls,
and other areas pertinent to the general performance of the company.
The executive resources committee does not use quantitative targets or formulae to assess individual
executive performance or determine compensation. The executive resources committee does not assign
weights to the factors considered. Formula-based performance assessments and compensation typically
require emphasis on two or three business metrics. For the company to be an industry leader and effectively
manage the technical complexity and integrated scope of its operations, most senior executives must
advance multiple strategies and objectives in parallel, versus emphasizing one or two at the expense of
others that require equal attention.
Senior executives and officers are expected to perform at the highest level or they are replaced. If it is
determined that another executive is ready and would make a stronger contribution than one of the current
incumbents, a replacement plan is implemented.
171
2020 chief executive officer compensation assessment
B.W. Corson was appointed to the board and as president of the company on September 17, 2019 and
assumed the additional roles of chairman and chief executive officer on January 1, 2020. Mr. Corson worked
for Exxon Mobil Corporation and its predecessor companies since 1983. His level of salary in 2020 was
determined by the executive resources committee based on his individual performance and to align with that
of his peers in ExxonMobil. It was also the objective of the executive resources committee to ensure
appropriate internal alignment with senior management in the company. For 2021, the executive resources
committee elected to hold Mr. Corson’s base salary at the 2020 level reflective of the current market
conditions.
Consistent with all other executives, Mr. Corson's 2020 annual bonus was suspended to reflect the current
business environment and resulting company earnings. His long-term incentive award was granted in the
form of company restricted stock units, not Exxon Mobil Corporation restricted stock, to reinforce alignment of
his interests with that of the company’s shareholders. His company restricted stock units are subject to
vesting periods longer than those applied by most companies conducting business in Canada. 50 percent of
the restricted stock units awarded vest in five years and the other 50 percent vest on ten years from the date
of grant. The purpose of these long vesting periods is to reinforce the long investment lead times in the
business and to link a substantial portion of Mr. Corson’s shareholding net worth to the performance of the
company. As such, the payout value of the long-term incentive grants may differ from the amounts shown in
the summary compensation table, depending on how the company actually performs at time of future vesting.
During these vesting periods, the awards are subject to risk of forfeiture based on detrimental activity even
after retirement.
The executive resources committee has determined that the total compensation of Mr. Corson was
appropriate based on the company's financial and operating performance, and its assessment of his
effectiveness in leading the organization relative to the business performance measures outlined on page
159. Taking all factors into consideration, the committee's decisions on compensation of the chief executive
officer reflect judgment, rather than the application of formulae or targets.
Pay awarded to other named executive officers
Within the context of the compensation program structure and performance assessment processes previously
described, the value of 2020 incentive awards and salary adjustments align with:
performance of the company;
individual performance;
long-term strategic plan of the business; and
annual compensation of comparator companies.
Taking all factors into consideration, the executive resources committee's decisions on pay awarded to other
named executive officers reflect judgment, rather than the application of formulae or targets. The executive
resources committee approved the individual elements of compensation and the total compensation as
shown in the summary compensation table on page 174.
Independent consultant
In fulfilling its responsibilities during 2020, the executive resources committee did not retain an independent
consultant or advisor in determining compensation for any of the company’s officers or any other senior
executives. The company’s management retained an independent consultant to provide an assessment of
competitive compensation and market data for all salaried levels of employees of the company. While
providing this data, they did not provide individual compensation recommendations or advice for the
compensation of the chairman, president and chief executive officer or other senior executives.
172
Performance graph
The following graph shows changes over the past 10 years in the value of $100 invested in (i) Imperial Oil
Limited common shares, (ii) the S&P/TSX Composite Index, and (iii) the S&P/TSX Composite Energy Index.
The S&P/TSX Composite Energy Index is currently made up of share performance data for 23 oil and gas
companies including integrated oil companies, oil and gas producers and oil and gas service companies.
The year-end values in the graph represent appreciation in share price and the value of dividends paid and
reinvested. The calculations exclude trading commissions and taxes. Total shareholder returns from each
investment, whether measured in dollars or percent, can be calculated from the year-end investment values
shown beneath the graph.
During the past 10 years, the company's cumulative total shareholder return was negative 30 percent, for an
average annual return of negative 3 percent. Over the past five years, the cumulative total shareholder return
was negative 40 percent. Total direct compensation for named executive officers generally reflects the trend
in total shareholder returns as the largest single component of executive compensation is awarded in the form
of restricted stock units with long holding periods. This design reinforces the long-term linkage between
executive compensation and the shareholding net worth of executives to the return on the company’s stock
realized by shareholders. Total direct compensation includes salary, the annual bonus grant (cash and
earnings bonus unit awards), and the grant date fair value of the restricted stock unit award which is equal to
the price of the company’s common shares on the date of grant.
Frequently used terms
Return on average capital employed is a measure of capital productivity, and equals net income excluding the
after-tax cost of financing divided by total average capital employed. Capital employed is property, plant and
equipment, and other assets, less liabilities, excluding both short-term and long-term debt, plus the
company’s share of equity company debt.
Cash flow from operating activities and asset sales is the sum of the net cash provided by operating activities
and proceeds from asset sales reported in the consolidated statement of cash flows.
For additional information and reconciliation with respect to the terms, see the “Frequently used terms”
section of the company’s most recent Annual Report on Form 10-K.
173
Executive compensation tables and narratives
Summary compensation table
The following table shows the compensation for the chairman and chief executive officer; the senior vice-
president, finance and administration, and controller; and the three other most highly compensated executive
officers of the company who were serving as of the end of 2020. B.W. Corson was appointed to the board
and as president of the company on September 17, 2019 and assumed the additional roles of chairman and
chief executive officer on January 1, 2020. T.B. Redburn retired from the company on January 1, 2021 after
35 years of service.
The information in the Summary compensation table includes the Canadian dollar value of base salaries,
cash bonus awards and earnings bonus unit payments, long-term incentive compensation and certain other
compensation. Amounts in the table pertain to the named executive officers’ respective periods of assignment
with the company.
Name and principal
position at the end of
2020
Year
Salary
($)
(d)
Share-
based
awards
($)
(e)
Option-
based
awards
($)
(f)
Non-equity incentive
plan compensation
($)
Annual
incentive
plans
(g)
Long-term
incentive
plans
(h)
Pension
value
($)
(i)
All other
compensation
($)
(j)
Total
compensation
($)
(k)
B.W. Corson (b)
Chairman, president
and chief executive
officer (since
September 17, 2019)
2020
996,734
1,897,132
2019
(a)
187,070
2,532,116
D.E. Lyons (b)
Senior vice-president,
finance and
administration, and
controller (since May
1, 2018)
T.B. Redburn
Senior vice-president,
commercial and
corporate
development
S.P. Younger (b)
Senior vice-president,
upstream
(since July 1, 2019)
2020
689,307
553,128
2019
665,551
621,696
2018
(a)
419,807
737,088
2020
531,600
533,720
2019
501,600
712,360
2018
471,600
844,580
2020
527,126
393,012
2019
(a)
249,870
674,962
2020
444,500
393,012
B.A. Jolly
Assistant Controller
(since April 1, 2018)
2019
413,333
427,416
2018
(c)
296,250
506,748
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0
(340,046)
1,945,980
4,499,800
376,176
317,791
(63,715)
151,909
3,501,347
-
0
(207,474)
1,516,702
2,551,663
135,344
135,341
(150,729)
545,109
1,952,312
165,202
94,588
(102,873)
573,059
1,886,871
-
0
(36,600)
127,184
1,155,904
101,800
156,548
(181,500)
82,308
1,373,116
123,700
82,411
442,200
66,967
2,031,458
-
0
(299,441)
555,097
1,175,794
79,747
81,927
64,157
385,445
1,536,108
-
0
23,300
76,767
937,579
63,300
75,954
(118,700)
70,093
931,396
77,200
46,270
733,400
43,880
1,703,748
174
Footnotes to the Summary compensation table for named executive officers
(a) The compensation for B.W. Corson, D.E. Lyons, and S.P. Younger for the first year of their assignment has been prorated based on
the start of their assignment. Mr. Corson was appointed as president of the company effective September 17, 2019. Mr. Corson’s
expatriate assignment from Exxon Mobil Corporation, an affiliate in the U.S., formally started November 1, 2019 reflecting a
transition period from his previous role. The company incurred costs related to Mr. Corson’s compensation from November 1, 2019
onwards, and a portion of his compensation between his appointment on September 17 and formal assignment on November 1, for
service he provided to the company during this period. Mr. Lyons has been on expatriate assignment from Exxon Mobil Corporation,
an affiliate in the U.S., since May 1, 2018. Mr. Younger has been on expatriate assignment from Esso Australia Pty Ltd., an affiliate
in Australia, since July 1, 2019.
(b) The compensation for B.W. Corson, D.E. Lyons, and S.P. Younger is paid directly by Exxon Mobil Corporation and respective
affiliates, with the exception of the compensation related to the vesting of the company’s restricted stock units and dividend
equivalents on outstanding restricted stock units. They also receive employee benefits under their respective affiliates’ employee
benefit plans, and not under the company’s employee benefit plans. The company reimburses the respective affiliates for applicable
compensation paid and employee benefits provided to them. The company does not reimburse Exxon Mobil Corporation for the cost
of incentive awards granted by Exxon Mobil Corporation.
(c) B.A. Jolly is an employee of the company who was on expatriate assignment with Exxon Mobil Corporation and returned to the
company on April 1, 2018. Mr. Jolly’s compensation has been prorated in 2018 based on his date of return to the company.
(d) The amounts listed in the “Salary” column for each named executive officer on expatriate assignment (B.W. Corson, D.E. Lyons and
S.P. Younger) are paid in their local currency, but disclosed in Canadian dollars. Mr. Corson’s and Mr. Lyons’ salaries are paid in
U.S. dollars and were converted to Canadian dollars at the average 2020 exchange rate of 1.3415. In 2019 and 2018 the average
exchange rate was 1.3269 and 1.2957 respectively. Mr. Younger’s salary is paid in Australian dollars and was converted to
Canadian dollars at the average 2020 exchange rate 0.9247. In 2019 the average exchange rate was 0.9228.
(e) The grant date fair value equals the number of restricted stock units multiplied by the closing price of the company’s shares on the
date of grant. The closing price of the company’s shares on the grant date in 2020 was $24.26, which is the same as the accounting
fair value for the restricted stock units on the date of grant. The closing price of the company’s shares on the grant date in 2019 was
$32.38 and in 2018 was $38.39, which is the same as the accounting fair value for the restricted stock units on the date of grant.
The company chose this method of valuation as it believes it results in the most accurate representation of fair value.
(f) The company has not granted stock options since 2002. The stock option plan expired in 2012.
(g) The amounts listed in the “Annual incentive plans” column for each named executive officer represent their cash bonus in the
current year. In 2020, the company suspended the annual cash bonus program, and therefore no cash payment was made. B.W.
Corson, D.E. Lyons, and S.P. Younger participate in Exxon Mobil Corporation’s annual cash bonus program, which is similar to the
company’s plan, and is paid in U.S. dollars, but disclosed in Canadian dollars. In 2020, Exxon Mobil Corporation’s annual bonus
program was also suspended. For amounts paid in 2019 and 2018 in U.S. dollars, they were converted to Canadian dollars at the
average exchange rate of 1.3269 and 1.2957 respectively.
(h) The amounts listed in the “Long-term incentive plans” column represent earnings bonus units related to prior year grants that paid
out in 2020. In 2020, the maximum settlement value (trigger) or cumulative earnings per share was not achieved, therefore no
payments were made. Also in 2020, the company suspended the annual bonus program, and therefore no earnings bonus units
were granted. The earnings bonus unit program is described starting on page 162. B.W. Corson, D.E. Lyons and S.P. Younger
participate in Exxon Mobil Corporation’s earnings bonus unit program, which is similar to the company’s plan, and is paid in U.S.
dollars, but disclosed in Canadian dollars. Under the Exxon Mobil Corporation’s plan the maximum settlement value (trigger) or
cumulative earnings per share was not achieved, therefore no payments were made. For amounts paid in 2019 and 2018 in U.S.
dollars, they were converted to Canadian dollars at the average exchange rate of 1.3269 and 1.2957 respectively.
“Pension value” is the "Compensatory change" in pensions as of December 31, 2020 as set out in the "Pension plan benefits" table
on page 179.
(i)
(j) The amounts listed in the “All other compensation” column include dividend equivalent payments on restricted stock units granted,
savings plans contributions, expatriate assignment costs, parking and the cost of perquisites including financial planning and
business club memberships, as well as security costs and costs associated with participation in Exxon Mobil Corporation’s
executive life insurance benefit plan, as applicable. For B.W. Corson and D.E. Lyons, Exxon Mobil Corporation suspended its
company contributions to saving plans effective October 1, 2020.
For each named executive officer, the aggregate value of perquisites received in 2020 was not greater than $50,000 or 10
percent of the named executive officer's base salary.
It is noted that in 2020, the actual dividend equivalent payments on the company restricted stock units were $51,612 for B.W.
Corson, $29,568 for D.E. Lyons, $84,722 for T.B. Redburn and $48,510 B.A. Jolly. The dividend equivalent payments on
Exxon Mobil Corporation restricted stock granted in previous years were $673,186 for Mr. Corson, $139,352 for Mr. Lyons and
$144,721 for Mr. Younger; these amounts were paid in U.S. dollars and converted to Canadian dollars at the average 2020
exchange rate of 1.3415.
For the named executive officers on expatriate assignment (B.W. Corson, D.E. Lyons and S.P. Younger), “All other
compensation” also includes expatriate assignment costs which consist of expatriate allowances and the net effect of tax
equalization costs in the year. Tax equalization costs include the net effect of taxes paid by the companies to local taxing
authorities on behalf of the named executive officer offset by a withholding from their income that approximates the amount of
tax they would pay if they had not gone on expatriate assignment. Tax equalization is an integral part of the expatriate
relocation program and is designed to maintain an individual’s overall tax burden at approximately the same level it would have
otherwise been, had they remained in their home country. Tax equalization amounts vary from one year to the next and the net
impact may be positive or negative in the year.
(k)
“Total compensation" consists of the total dollar value of “Salary”, “Share-based awards”, “Option-based awards”, “Non-equity
incentive plan compensation”, “Pension value” and “All other compensation”.
175
Outstanding share-based awards and option-based awards for named executive officers
The following table sets forth all share-based and option-based awards outstanding for each named executive
officer of the company as at December 31, 2020.
Option-based awards
Share-based awards
Name
Number of
securities
underlying
unexercised
options
(#)
Option
exercise
price
($)
Option
expiration
date
Value of
unexercised
in-the-
money
options
($)
Number of
shares or
units of
shares that
have not
vested
(#)
(d)
Market or
payout value
of share-
based awards
that have not
vested
($)
(d)
Market or
payout value of
vested share-
based awards
not paid out or
distributed
($)
B.W. Corson (a)
D.E. Lyons (b)
T.B. Redburn
S.P. Younger (c)
B.A. Jolly
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
156,400
3,778,624
61,200
1,478,592
101,500
2,452,240
16,200
391,392
63,150
1,525,704
-
-
-
-
-
(a) B.W. Corson was granted restricted stock units in 2019 and 2020 under the company’s plan. With respect to previous years, Mr.
Corson participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan.
Under that plan, Mr. Corson held 116,100 Exxon Mobil Corporation restricted stock whose value on December 31, 2020 was
$6,093,079 based on a closing price for Exxon Mobil Corporation shares on December 31, 2020 of $41.22 U.S., which was
converted to Canadian dollars at the December 31, 2020 close rate of 1.2732 provided by the Bank of Canada.
(b) D.E. Lyons was granted restricted stock units from 2018 to 2020 under the company’s plan. With respect to previous years, Mr.
Lyons participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan.
Under that plan, Mr. Lyons held 19,550 Exxon Mobil Corporation restricted stock whose value on December 31, 2020 was
$1,026,009 based on a closing price for Exxon Mobil Corporation shares on December 31, 2020 of $41.22 U.S., which was
converted to Canadian dollars at the December 31, 2020 close rate of 1.2732 provided by the Bank of Canada.
(c) S.P. Younger was granted restricted stock units in 2020 under the company’s plan. With respect to previous years, Mr. Younger
participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan. Under
that plan, Mr. Younger held 25,800 Exxon Mobil Corporation restricted stock whose value on December 31, 2020 was $1,354,018
based on a closing price for Exxon Mobil Corporation shares on December 31, 2020 of $41.22 U.S., which was converted to
Canadian dollars at the December 31, 2020 close rate of 1.2732 provided by the Bank of Canada.
(d) Represents the total of the outstanding restricted stock units received from the company plan in 2014 through 2020. The value is
based on the closing price of the company’s shares on December 31, 2020 of $24.16.
176
Incentive plan awards for named executive officers – Value vested or earned during the year
The following table sets forth the value of the incentive plan awards that vested in the year for each named
executive officer of the company.
Name
Option-based awards –
Value vested during the
year
($)
Share-based awards – Value
vested during the year
($)
(d)
Non-equity incentive plan
compensation – Value earned
during the year
($)
(e)
B.W. Corson (a)
D.E. Lyons (b)
T.B. Redburn
S.P. Younger (c)
B.A. Jolly
-
-
-
-
-
-
-
428,839
-
220,199
-
-
0
-
0
(a) Although B.W. Corson received restricted stock units under the company’s plan in 2019 and 2020, these restricted stock units have
not vested. In previous years, Mr. Corson participated in Exxon Mobil Corporation's restricted stock plan, which is similar to the
company's restricted stock unit plan. In 2020, restrictions were removed on 28,100 Exxon Mobil Corporation restricted stock having
a value as at December 31, 2020 of $1,474,725 based on the closing price of Exxon Mobil Corporation common shares of $41.22
U.S., which was converted to Canadian dollars at the December 31, 2020 close rate of 1.2732 provided by the Bank of Canada. In
2020, Exxon Mobil Corporation suspended its annual bonus program, and therefore Mr. Corson did not receive an annual cash
payment. Mr. Corson participates in Exxon Mobil Corporation’s earnings bonus unit plan, which is similar to the company’s earnings
bonus unit plan. In 2020, the maximum settlement value (trigger) or cumulative earnings per share was not achieved, and therefore
no payments were made.
(b) Although D.E. Lyons received restricted stock units under the company’s plan from 2018 to 2020, these restricted stock units have
not vested. In previous years, Mr. Lyons participated in Exxon Mobil Corporation's restricted stock plan, which is similar to the
company's restricted stock unit plan. In 2020, restrictions were removed on 10,300 Exxon Mobil Corporation restricted stock having
a value as at December 31, 2020 of $540,557 based on the closing price of Exxon Mobil Corporation common shares of $41.22
U.S., which was converted to Canadian dollars at the December 31, 2020 close rate of 1.2732 provided by the Bank of Canada. In
2020, Exxon Mobil Corporation suspended its annual bonus program, and therefore Mr. Lyons did not receive an annual cash
payment. Mr. Lyons participates in Exxon Mobil Corporation’s earnings bonus unit plan, which is similar to the company’s earnings
bonus unit plan. In 2020, the maximum settlement value (trigger) or cumulative earnings per share was not achieved, and therefore
no payments were made.
(c) Although S.P. Younger received restricted stock units under the company’s plan in 2020, these restricted stock units have not
vested. In previous years, Mr. Younger participated in Exxon Mobil Corporation's restricted stock plan, which is similar to the
company's restricted stock unit plan. In 2020, restrictions were removed on 5,200 Exxon Mobil Corporation restricted stock having a
value as at December 31, 2020 of $ 272,903 based on the closing price of Exxon Mobil Corporation common shares of $41.22 U.S.,
which was converted to Canadian dollars at the December 31, 2020 close rate of 1.2732 provided by the Bank of Canada. In 2020,
Exxon Mobil Corporation suspended its annual bonus program, and therefore Mr. Younger did not receive an annual cash payment.
Mr. Younger participates in Exxon Mobil Corporation’s earnings bonus unit plan, which is similar to the company’s earnings bonus
unit plan. In 2020, the maximum settlement value (trigger) or cumulative earnings per share was not achieved, and therefore no
payments were made.
(d) These values show restricted stock units granted by the company that vested in 2020. The value is based on the five day average
closing price of the company’s shares, which includes the vesting date and the four preceding trading days. For T.B. Redburn and
B.A. Jolly the values represent restricted stock units granted in 2013 and 2017, which vested in 2020.
(e) This column represents amounts paid by the company with respect to the annual cash bonus and earnings bonus units granted in
prior years that paid out in the current year. In 2020, the company suspended its annual bonus program, and therefore no annual
cash payment was made. In 2020, the maximum settlement value (trigger) or cumulative earnings per share was not achieved, and
therefore no earnings bonus unit payments were made.
177
Plan category
Equity compensation
plans approved by
security holders (a)
Equity compensation
plans not approved by
security holders (b)
Equity compensation plan information
The following table provides information on the common shares of the company that may be issued as of the
end of 2020 pursuant to compensation plans of the company.
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(#)
(c)
Weighted average
exercise price of
outstanding options,
warrants and rights
($)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the first column)
(#)
(c)
-
2,217,145
-
-
-
8,257,617
8,257,617
Total
2,217,145
(a) The company’s stock option plan expired in 2012.
(b) This is a restricted stock unit plan, which is described starting on page 163.
(c) The Number of securities to be issued represents the total number of restricted stock units issued since 2011 and still outstanding
(4,463,320) minus the outstanding restricted stock units that are only eligible for cash (and not common shares) upon vesting
(2,246,175). The Number of securities remaining available for future issuance represents the restricted stock units not yet granted
(6,011,442) plus the number of outstanding restricted stock units that are only eligible for cash (and not common shares) upon
vesting (2,246,175).
Restricted stock units as a percentage of outstanding shares
The following table provides information on the restricted stock unit plan, expressed as a number and as a
percentage of the common shares of the company as of the end of 2020.
Maximum number of
restricted stock units
issuable under the plan
(#)
(b)
Total number of
restricted stock units
awarded and
outstanding
(#)
Total number of restricted
stock units available for grant
(#)
Number
10,474,762
4,463,320
6,011,442
Percent of outstanding
common shares (a)
1.43%
0.61%
0.82%
(a) As of December 31, 2020, the number of common shares outstanding was 734,076,755.
(b) The Maximum number of restricted stock units issuable under the company plan is the number as of December 31, 2019
(10,481,737) minus the common shares issued in 2020 pursuant to the vesting of restricted stock units under the plan (6,975
common shares).
178
Annual burn rate
The following table provides the annual burn rate associated with the restricted stock unit plan for each of the
company’s three most recent fiscal years. The annual burn rate is the number of restricted stock units granted
as a percentage of the weighted average number of outstanding shares of the company, which provides a
measure of how quickly a company is using its available shares for incentive purposes.
Number of restricted
stock units granted
under the plan
(#)
(a)
Weighted average
number of securities
outstanding
(#)
(b)
747,040
735,285,422
854,800
762,680,114
739,870
807,517,306
Annual burn rate
(%)
(c)
0.10%
0.11%
0.09%
2020
2019
2018
(a) The Number of restricted stock units granted under the plan in the applicable fiscal year.
(b) The Weighted average number of securities outstanding during the period is the number of securities outstanding at the beginning
of the period, adjusted by the number of securities bought back or issued during the period multiplied by a time-weighting factor.
(c) The Annual burn rate percent is calculated as the Number of restricted stock units granted under the plan divided by the Weighted
average number of securities outstanding.
Status of prior long-term incentive compensation plans
The company’s only long-term incentive compensation plan is the restricted stock unit plan described starting
on page 163. There are no units outstanding for any historical plan.
Pension plan benefits
The following table provides information for each named executive officer of the company participating in a
defined benefit pension plan. Information for named executive officers on assignment from affiliates of the
company who participate in a plan provided by such affiliates is disclosed in the footnotes.
Name
Number
of years
credited
service
(as of
December
31, 2020)
(#)
(a)
Annual benefits
payable
($)
At year-
end
(b)
At age
65
(c)
Opening
present
value of
defined
benefit
obligation
($)
(d)
Compensatory
change
($)
(e)
Non-
compensatory
change
($)
(f)
B.W. Corson
D.E. Lyons
-
-
-
-
-
-
-
-
-
-
-
-
Closing
present
value of
defined
benefit
obligation
($)
(d)
-
-
T.B. Redburn
35.6
116,500
110,000
7,978,400
(36,600)
2,347,400
10,289,200
S.P. Younger (g)
-
-
-
-
-
-
-
B.A. Jolly
29.5
249,100
350,800
4,890,300
23,300
633,300
5,546,900
179
(a) B.W. Corson and D.E. Lyons participate in the Exxon Mobil Corporation defined benefit pension plan including tax-qualified and
non-qualified plans. Benefits under this plan are payable in U.S. dollars and have been converted to Canadian dollars at the
average 2020 exchange rate of 1.3415. Under this plan, Mr. Corson had 37.5 years of credited service and Mr. Lyons had 30.5
years of credited service. S.P. Younger participates in the Esso Australia Pty Ltd. defined benefit and defined contribution pension
plans. Benefits under these plans are payable in Australian dollars and have been converted to Canadian dollars at the average
2020 exchange rate of 0.9247. Under these plans, Mr. Younger had 23.8 years of credited service.
(b) For members of the company’s pension plan, the annual benefits include the amount of the accrued annual lifetime pension from
the company’s registered pension plan and supplemental pension arrangement. Benefits under the supplemental pension
arrangement can be paid as a lump-sum equivalent upon retirement. For T.B. Redburn this value does not include the supplemental
pension arrangement amount, which she elected to receive as a lump-sum upon retirement on January 1, 2021. For members of
the Exxon Mobil Corporation’s pension plan, the annual benefits include the accrued annual lifetime pension from the tax-qualified
and the annual amount calculated under the non-qualified plans. For B.W. Corson this value was $990,511. For D.E. Lyons this
value was $457,161. Non-qualified plan benefits are payable only as a lump-sum equivalent upon retirement. For members of the
Esso Australia Pty Ltd. defined benefit plan, benefits are payable as lump-sum equivalent or annual lifetime pension upon
retirement for participants age 55 and older. For S.P. Younger, this is not applicable as his age is under 55 years, and therefore he
is not currently entitled to pension if leaving service.
(c) For members of the company’s pension plan, the annual benefits include the amount of the accrued annual lifetime pension from
the company’s registered pension plan and supplemental pension arrangement that would be earned to age 65 assuming final
average earnings as at December 31, 2020. Benefits under the supplemental pension arrangement can be paid as a lump-sum
equivalent upon retirement. For T.B. Redburn this value does not include the supplemental pension arrangement amount, which
she elected to receive as a lump-sum upon retirement on January 1, 2021. For members of the Exxon Mobil Corporation’s pension
plan, the annual benefits include the annual lifetime pension from the tax-qualified and the annual amount calculated under the non-
qualified plans that would be earned to age 65 assuming final average earnings as at December 31, 2020. For B.W. Corson this
value was $1,147,260. For D.E. Lyons this value was $560,639. Non-qualified plan benefits are payable only as a lump-sum
equivalent upon retirement. For members of the Esso Australia Pty. Ltd. defined benefit plan, benefits are payable as an annual
lifetime pension or a lump-sum equivalent upon retirement or a combination of both, as elected by the participant upon leaving
service. For S.P. Younger the lump-sum value that would be earned to age 65 assuming final average earnings as of December 31,
2020 was $347,706.
(d) For members of the company’s pension plan, the opening and closing defined benefit obligation is defined under U.S. Generally
Accepted Accounting Principles (GAAP) and values are calculated on a basis that is consistent with the valuation that was
performed for accounting purposes for the company’s plans. The value is calculated based on estimated earnings eligible for
pension as described previously and Yearly Maximum Pensionable Earnings (YMPE) as defined by the Canada Revenue Agency,
projected to retirement and pro-rated on service to the date of valuation. The calculations assume that the Canada Pension Plan
offset is based on the annual maximum benefit at retirement and the Old Age Security (OAS) offset is based on the OAS benefit at
the date of valuation, projected to retirement. For members of the Exxon Mobil Corporation and Esso Australia Pty Ltd. pension plan
respectively, the opening and closing defined benefit obligation is defined under GAAP and values are consistent with the valuation
performed for accounting purposes for the applicable affiliate plan. The values are calculated based on estimated earnings eligible
for pension as described previously. For B.W. Corson, the opening value was $13,197,216 and the closing value was $13,704,884.
For D.E. Lyons the opening value was $6,170,553 the closing value was $6,412,007. For S.P. Younger, the opening value was
$3,184,827 and the closing value was $3,171,837.
(e) The value for “Compensatory change” includes service cost for 2020 and the impact of change in earnings on the projected benefit
obligation. For members of the company’s plan, these values are calculated using the individual’s additional pensionable service in
2020 and the actual salary and bonus received in 2020. For members of the Exxon Mobil Corporation and Esso Australia Pty Ltd.
pension plans, these values are calculated using the individual’s additional pensionable service in 2020 and earnings as described
previously. For B.W. Corson this value was ($340,046). For D.E. Lyons this value was ($207,474). For S.P. Younger this value was
($299,621).
(f) The value for “Non-compensatory change” includes the impact of experience not related to earnings, benefit payments and change
in measurement assumptions. With respect to the company’s pension plan, the discount rate used to determine the closing present
value of defined benefit obligation at the end of 2020 decreased to 2.5 percent, from 3.1 percent at the end of 2019, which had a
positive impact on the non-compensatory change element. For members of the Exxon Mobil Corporation and Esso Australia Pty
Ltd., the value for "Non-compensatory change" includes the impact of experience not related to earnings or service. For the Exxon
Mobil Corporation’s plan this includes the effect of interest based on a discount rate of 2.8 percent at the end of 2020, down from
3.5 percent at the end of 2019. For the Esso Australia Pty Ltd. Plan, this includes the effect of interest based on a discount rate of
2.1 percent at the end of 2020, down from 2.9 percent at the end of 2019. For B.W. Corson this value was $847,714. For D.E.
Lyons this value was $448,928. For S.P. Younger this value was $286,631.
(g) S.P. Younger participates in the Esso Australia Pty Ltd. defined contribution plan. Contribution limits under this plan have been
reached. The “Accumulated value at start of year” was $40,046, the “Compensatory value” was $180 reflecting affiliate contribution
and investment earnings, and the “Accumulated value at year-end” was $40,226.
180
Appendix A – Board of director and committee charters
Board of Directors Charter
The structure, process and responsibilities of the board of directors of the corporation shall include the
following items and matters:
1. Responsibility
The directors shall be responsible for the stewardship of the corporation.
2. Duty of care
The directors, in exercising their powers and discharging their duties, shall:
(a) act honestly and in good faith with a view to the best interests of the corporation; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
3. Stewardship process
In order to carry out their responsibility for stewardship within their duty of care, the directors shall, directly or
through one or more committees of directors,
(a) contribute to the formulation of and approve strategic plans on at least an annual basis;
(b)
identify the principal risks of the corporation's business where identifiable and oversee the
implementation of appropriate systems to manage such risks;
(c) oversee succession planning for senior management, including the appointing, training and monitoring
thereof;
(d) approve the corporate disclosure guidelines and monitor the external communications of the
corporation;
(e) monitor the integrity of the corporation's internal control and management information systems;
(f) monitor the integrity of the corporation's information technology and systems to ensure the security
and integrity of the corporation’s electronic information, systems and assets;
(g) consider management's recommendations regarding major corporation decisions and actions, which
have significant societal implications;
(h) monitor compliance with major corporate policies;
(i)
charge the chief executive officer of the corporation with the general management and direction of the
business and affairs of the corporation;
(j) monitor the performance of the chief executive officer;
(k) satisfy itself as to the integrity of the chief executive officer and other executive officers and ensure
that the chief executive officer and the other executive officers create a culture of integrity throughout
the company;
(l) annually review and approve the corporation's code of ethics and business conduct;
(m) monitor compliance with the code of ethics and business conduct, provided that any waivers from the
code that are granted for the benefit of the issuer's directors or executive officers should be granted by
the board only;
(n) determine appropriate measures are in place for receiving feedback from stakeholders;
181
(o) by appropriate charter resolutions, establish the audit, executive resources, nominations and corporate
governance, public policy and corporate responsibility and community collaboration and engagement
committees of the board with specific duties defined and the corporation provide each board
committee with sufficient funds to discharge its responsibilities in accordance with its charter;
(p) determine membership of each committee, including its chair and vice-chair, after receiving the
recommendation of the nominations and corporate governance committee;
(q) direct the distribution to the board by management of information that will enhance their familiarity with
the corporation's activities and the environment in which it operates, as set out in section 5;
(r)
review the corporation’s process in respect of employee conflicts of interest and directorships in non-
affiliated commercial, financial and industrial organizations and the disclosures thereof;
(s)
review the mandates of the board and of the committees and their effectiveness at least annually; and
(t) undertake such additional activities within the scope of its responsibilities as it may deem appropriate.
4. Range of items to be considered by the board
The following categories and specific items shall be referred to the board for information or decision on a
regularly scheduled basis, to the extent appropriate:
Organization/legal
fixing of the number of directors
director appointments to fill interim vacancies
director slate for election by the shareholders
officer appointments
board governance processes
by-laws and administrative resolutions
non-employee director compensation
policies adopted by the board
changes in fundamental structure of the corporation
shareholder meeting notice and materials
investigations and litigation of a material nature
Financial
equity or debt financing
dividend declarations
financial statements and the related management discussion and analysis, annual and
quarterly
status of the corporation's retirement plan and employee savings plan
Strategic/investment/operating plans/performance
capital, lease, loan and contributions budgets annually
capital expenditures or dispositions in excess of $250 million individually
near-term and long-range outlooks
budget additions over $250 million individually
quarterly updates of actual and projected capital expenditures
entering into any venture that is outside of the corporation's existing businesses
financial and operating results quarterly
Canadian and world economic outlooks
environment and sustainability reviews
personnel and process safety systems and performance reviews
regional socio-economic reviews
corporate reputation reviews
risk management reviews
information technology, systems and cybersecurity
182
In addition to the items which are specific to the categories identified above, the chief executive officer shall
refer to the board for information or decision all other items of corporate significance; and any member of the
board may request a review of any such item. Items to be referred to the committees of the board are
specified in their respective charters.
5. Information to be received by the board
Material shall be distributed to directors through the office of the corporate secretary. Corporate policies,
board calendars, contact information and other company processes, are updated on the board portal site and
accessible to all directors.
Material under the following general headings, including the specific items listed below and only other similar
items, shall be distributed to directors on a regular basis:
Organization/legal
corporate policies
corporate data
articles of incorporation, by-laws and administrative resolutions
board and management processes
financial and operating report
organization outline
Social/political/economic environment
public issues updates
economic outlook
external communications packages
information technology, systems and cybersecurity updates
Major announcements
press releases
organization changes
speeches by management
Communications to shareholders
Other significant submissions, studies and reports
6. Meetings of the board
(a) The board normally holds seven (7) regular meetings per year. Additional meetings may be
scheduled as required to consider the range of items charged for consideration by the board.
(b) An agenda for each board meeting and briefing materials will, to the extent practicable in light of the
timing of matters that require board attention, be distributed to each director approximately five to
seven days prior to each meeting. The chairman, in consultation with the chair of the executive
sessions will normally set the agenda for board meetings. Any director may request the inclusion of
specific items.
(c)
It is expected that each director will make every effort to attend each board meeting and each
meeting of any committee on which he or she serves. Attendance in person is preferred but
attendance by teleconference is permitted if necessary.
(d) Each director should be familiar with the agenda for each meeting, have carefully reviewed all other
materials distributed in advance of the meeting, and be prepared to participate meaningfully in the
meeting, and to discuss all scheduled items of business.
(e) The proceedings and deliberations of the board and its committees are confidential. Each director
will maintain the confidentiality of information received in connection with his or her service as a
director, and the chief executive officer, or those whom he or she has designated, will speak for the
corporation.
183
7. Independent directors
(a) The board shall be composed of a majority of independent directors. The board may also include
one or more directors who are not independent, but who, as officers of the majority shareholder,
may be viewed as independent of the company’s management.
(b)
In respect of each director to be appointed to fill a vacancy and each director to be nominated for
election or re-election by the shareholders, the board shall make an express determination as to
whether he or she is an independent director and, for a director who may become a member of the
audit committee, whether he or she is an audit committee financial expert or financially literate.
(c) The term "independent", shall have the meaning as set out in applicable law, including on the basis
of the standards specified by National Instrument 52-110 Audit Committees, the US. Securities and
Exchange Commission rules and the listing standards of the NYSE American LLC.
(d)
Independent directors will have full access to senior management of the corporation and other
employees on request to discuss the business and affairs of the corporation. The board expects
that there will be regular opportunities for directors to meet with the chief executive officer, and
other members of management in board and committee meetings and in other formal or informal
settings.
(e) Compensation for independent directors will be determined by the board on the recommendation of
the nominations and corporate governance committee and will be reviewed annually. Non-
employee director compensation will be set at a level that is consistent with market practice, taking
into account the size and scope of the corporation’s business and the responsibilities of its
directors. A substantial portion of the compensation paid to independent directors for service on
the board will be paid in restricted stock units of the corporation.
8. Independent legal or other advice
It is normally expected that information regarding the corporation’s business and affairs will be provided to the
board by the corporation’s management and staff and by its independent auditors. However, the board and,
with the approval of the board, any director, may engage independent counsel and other advisors at the
expense of the corporation. The fees and expenses of any such advisor will be paid by the corporation.
9. Meetings of the independent directors in the absence of members of management
(a) Meetings of the independent directors ("executive sessions of the board") shall be held in
conjunction with all board meetings including unscheduled telephonic board meetings. Additional
executive sessions may be convened by the chair or the executive sessions at his or her discretion
and will be convened if requested by any other director. Any independent director may raise issues
for discussion at an executive session.
(b) The chair of the executive sessions of the board shall be chosen by the independent directors.
(c) The chair of the executive sessions of the board, or in the chair's absence an independent director
chosen by the independent directors, shall
(i) preside at executive sessions of the board;
(ii) ensure that meetings of the independent directors are held in accordance with this charter;
(iii) review, and modify if necessary the agenda of the meetings of the board in advance to ensure
that the board may successfully carry out its duties; and
(iv) act as a liaison with the chairman, including providing feedback from the executive sessions to
the chairman, provided that each director will also be afforded direct and complete access to
the chairman at any time as such director deems necessary or appropriate.
184
(d) The purposes of the executive sessions of the board shall include the following:
(i)
to raise substantive issues that are more appropriately discussed in the absence of
management;
(ii)
to discuss the need to communicate to the chairman of the board any matter of concern raised
by any committee or any director;
(iii)
to address issues raised but not resolved at meetings of the board and assess any follow-up
needs with the chairman of the board;
(iv)
to discuss the quality, quantity, and timeliness of the flow of information from management
that is necessary for the independent directors to effectively and responsibly perform their
duties, and advise the chairman of the board of any changes required; and
(v)
to seek feedback about board processes.
10. Selection and tenure of directors
The nominations and corporate governance committee shall recommend to the board a slate of director
candidates for election at each annual meeting of shareholders and shall recommend to the board directors to
fill vacancies, including vacancies created as a result of any increase of the size of the board.
The guidelines for selection and tenure of directors shall be as follows:
(a) Selection
In considering the qualifications of potential nominees for election as directors, the nominations and
corporate governance committee considers the work experience and other areas of expertise of the
potential nominees with the objective of providing for diversity among non-employee directors. The
following key criteria are considered to be relevant to the work of the board of directors and its committees:
Work Experience
Experience in leadership of businesses or other large organizations (Leadership of large
organizations)
Operations/technical experience (Operations / technical)
Project management experience (Project management)
Experience in working in a global work environment (Global experience)
Experience in development of business strategy (Strategy development)
Experience with environmental, health, community relations and/or safety policy, practices and
management (Environment and sustainability)
Other Expertise
Audit committee financial expert
Expertise in financial matters (Financial expertise)
Expertise in managing relations with government (Government relations)
Experience in academia or in research (Academic / research)
Expertise in information technology and cybersecurity oversight (Information technology /
Cybersecurity oversight)
Expertise in executive compensation policies and practices (Executive compensation)
Expertise in oversight of risk management policies and practices (Risk management)
In addition, the nominations and corporate governance committee may consider the following additional
factors:
possessing expertise in any of the following areas: law, science, marketing, administration,
social/political environment or community and civic affairs;
individual competencies in business and other areas of endeavour in contributing to the collective
experience of the directors; and
providing diversity in age, regional association, gender and other diversity elements (including
Aboriginal peoples, persons with disabilities and members of visible minorities).
185
The nominations and corporate governance committee shall then assess what work experience and
other expertise each existing director possesses. The nominations and corporate governance
committee shall identify individuals qualified to become new board members and recommend to the
board the new director nominees. In making its recommendations, the nominations and corporate
governance committee shall consider the work experience and other expertise that the board considers
each existing director to possess and which each new nominee will bring. The nominations and
corporate governance committee may also consider the additional factors noted above and any other
factors which it believes to be relevant.
A candidate may be nominated for directorship after consideration has been given as to his or her
degree of compatibility with the following criteria, i.e., as to whether he or she:
will not adversely affect the requirements with respect to citizenship and residency for the directors
imposed by the Canada Business Corporations Act;
will not adversely affect the corporation’s status as a foreign private issuer under U.S. securities
legislation;
possesses the ability to contribute to the broad range of issues with which the directors and any
one or all of the committees of directors must deal;
will serve on the boards of other public companies only to the extent that such services do not
detract from the director’s ability to devote the necessary time and attention as a director;
is able to devote the necessary amount of time to prepare for and attend all meetings of the
directors and committees of directors, and to keep abreast of significant corporate developments;
is free of any present or apparent potential legal impediment or conflict of interest, such as:
o serving as an employee or principal of any organization presently providing a significant
level of service to the corporation or which might so provide to the corporation, for
example, institutions engaged in commercial banking, underwriting, law, management
consulting, insurance, or trust companies; or of any substantial customer or supplier of the
corporation;
o serving as an employee or director of a competitor of the corporation, such as petroleum
or chemical businesses, or of a significant competitor of corporations represented by a
director of this corporation;
o serving as the chief executive officer or a top administrator of an organization that has the
chief executive officer or a top administrator of this corporation serving as director;
is expected to remain qualified to serve for a minimum of five years;
will not, at the time that he or she stands for election or appointment, have attained the age of 72;
if an independent director, is, or will become within a period of five years of becoming a director,
the beneficial owner, directly or indirectly, of not less than 15,000 common shares, deferred share
units or restricted stock units of the corporation.
(b) Tenure
(i) Re-nomination
An incumbent director shall be supported for re-nomination as long as he or she:
does not suffer from any disability that would prevent the effective discharge of his or her
responsibilities as a director;
makes a positive contribution to the effective performance of the directors;
regularly attends directors’ and committee meetings;
186
has not made a change with respect to principal position or thrust of involvement or regional
association that would significantly detract from his or her value as a director of the corporation;
is not otherwise, to a significant degree, incompatible with the criteria established for use in the
selection process;
in a situation where it is known that a director will become incompatible with the criteria
established for use in the selection process within a three-month period of election, such as
retirement from principal position at age 65, this information would be included in the management
proxy circular, and where possible, information regarding the proposed replacement would also be
included;
will not, at the time that he or she stands for re-election, have attained the age of 72; however,
under exceptional circumstances, at the request of the chairman, the nominations and corporate
governance committee may continue to support the nomination.
(ii) Resignation
An incumbent director will resign in the event that he or she:
experiences a change in circumstances such as a change in his or her principal occupation,
including an officer of the corporation ceasing to hold that position, but not merely a change in
geographic location;
displays a change in the exercise of his or her powers and in the discharge of duties that, in the
opinion of at least 75 percent of the directors, is incompatible with the duty of care of a director as
defined in the Canada Business Corporations Act;
has made a change in citizenship or residency that will adversely affect the requirements for
directors with respect to those areas imposed by the Canada Business Corporations Act;
has made a change in citizenship or residency that adversely affects the corporation’s status as a
foreign private issuer under U.S. securities legislation;
develops a conflict of interest, such as
o assuming a position as an employee or principal with any organization providing a
significant level of service to the corporation, for example, institutions engaged in
commercial banking, underwriting, law, management consulting, insurance, or trust
companies; or with any substantial customer or supplier of the corporation;
o assuming a position as an employee or director of any competitor of the corporation, such
as petroleum or chemical businesses, or of a competitor of corporations represented by a
director of this corporation;
o assuming the position of chief executive officer or a top administrator of an organization that
has the chief executive officer or a top administrator of this corporation serving as a director;
o becomes unable to devote the necessary amount of time to prepare for and regularly attend
meetings of the directors and committees of directors, and to keep abreast of significant
corporate developments,
and the nominations and corporate governance committee will make a recommendation to the board as
to whether to accept or reject such resignation.
187
11. Election of Directors
All directors will stand for election at the annual meeting of shareholders. If the majority shareholder’s
holdings were ever to fall below 50% for any non-contested elections of directors, any director nominee who
receives a greater number of votes “withheld” from his or her election than votes “for” in such election shall
tender his or her resignation. Within 90 days after certification of the election results, the board will decide,
through a process managed by the nominations and corporate governance committee and excluding the
nominee in question, whether to accept the resignation. Absent a compelling reason for the director to
remain on the board, the board shall accept the resignation. The board will promptly disclose and, if
applicable, the reasons for rejecting the tendered resignation.
12. Director Orientation and Continuing Education
(a) Orientation
New non-employee directors will receive a comprehensive orientation from appropriate executives
regarding the corporation’s business and affairs.
(b) Continuing Education
Reviews of aspects of the corporation’s operations will be presented by appropriate employees from time
to time as part of the agenda of regular board meetings. The board will also normally conduct an on-site
visit to a location other than the corporation’s headquarters in conjunction with one or more regular board
meetings every year.
13. Chairman and chief executive officer
The board currently believes that it is appropriate and efficient for the corporation’s chief executive officer to
also act as chairman of the board. However, the board retains the authority to separate those functions if it
deems such action appropriate in the future.
(a) Position description
The chairman and chief executive officer shall:
plan and organize all activities of the board of directors;
ensure that the board receives sufficient, timely information on all material aspects of the
corporation's operations and financial affairs;
chair annual and special meetings of the shareholders;
conduct the general management and direction of the business and affairs of the
corporation;
recommend to the board of directors a strategic plan for the corporation's business and,
when approved by the board of directors, implement this strategic plan and report to the
board of directors on the implementation of this strategic plan;
develop and implement operational policies to guide the corporation within the limits
prescribed by the corporation's by-laws and the directions adopted by the board of directors;
identify, for review with the board of directors, the principal risks of the corporation's
business, where identifiable, and develop appropriate systems to manage such risks;
under the oversight of the board of directors, develop plans for succession planning for
senior management, including the appointing, training and monitoring thereof, and
implement those plans;
ensure compliance with the corporation's code of ethics and business conduct so as to
foster a culture of integrity throughout the company; and
ensure effective internal controls and management information systems are in place.
(b) Minimum shareholding requirements
The chairman and chief executive officer shall hold, or shall, within three years after his appointment as
chairman and chief executive officer, acquire shares of the corporation, including common shares and
restricted stock units, of a value no less than five times his base salary.
188
Audit Committee Charter
1. Purpose of the Committee
The primary purpose of the audit committee (the "committee") is oversight. The committee shall assist the
board of directors (the "board") in fulfilling its responsibility to oversee:
management's conduct of the corporation's financial reporting process,
the integrity of the financial statements and other financial information provided by the corporation to
Canadian securities regulators, the United States Securities and Exchange Commission (the "SEC")
and the public,
the corporation's system of internal accounting and financial controls,
the corporation's compliance with legal and regulatory requirements,
the performance of the corporation's internal audit function,
the independent auditors' qualifications, performance, and independence, and
the annual independent audit of the corporation's financial statements.
The corporation's management is responsible for preparing the corporation's financial statements. The
independent auditors are responsible for auditing those financial statements. Management, including the
internal audit function, and the independent auditors, have more time, knowledge, and detailed information
about the corporation than do committee members. Consequently, in carrying out its oversight
responsibilities, the committee is not providing any expert or special assurance as to the corporation's
financial statements, or any professional certification as to the independent auditors' work, including with
respect to auditor independence. Each member of the committee shall be entitled to rely on the integrity of
people and organizations from whom the committee receives information and the accuracy of such
information, including representations by management and the independent auditors regarding non-audit
services provided by the independent auditors.
2. Committee Membership
The committee shall consist of no fewer than three members. Committee members shall be appointed by the
board from among its independent members who shall serve at the pleasure of the board, but only so long as
he or she continues to be a director of the corporation and is independent. Each member of the committee
must satisfy such criteria of independence as the board may establish and such additional regulatory or listing
requirements as the board may determine to be applicable or appropriate. Each member of the committee
shall serve only so long as he or she continues to be a director of the corporation and is independent. The
actual number of members shall be determined from time to time by resolution of the board.
Accordingly, each member of the committee shall be financially literate within a reasonable period of time
after appointment to the committee; must be "independent" as defined in the board charter; and may not
serve on more than two other public company audit committees unless the board determines that such
simultaneous service would not impair the ability of the member to serve effectively on the committee. In
addition, at least one member of the committee shall be an "audit committee financial expert" as defined by
applicable laws.
3. Committee Structure and Operation
The chair and vice-chair of the committee shall be designated by the board from among the members of the
committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such
rules or by resolution of the committee. In addition to the regular meeting schedule established by the
committee, the chair of the committee may call a special meeting at any time.
189
The chair, or in that person's absence, the vice-chair or in the vice-chair's absence, an alternate designated
by the committee, shall:
(a) preside at committee meetings;
(b) ensure that meetings of the committee are held in accordance with this charter; and
(c) review, and modify if necessary the agenda of the meetings of this committee in advance to ensure
that the committee may effectively carry out its duties.
A majority of the members of the committee shall constitute a quorum thereof. Every question shall be
decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the
meeting shall be entitled to a second or casting vote.
The committee shall designate its secretary.
Meetings of the committee may be called by any member or by the external auditors of the corporation, and
notice of every meeting shall be given to the external auditors.
The external auditors and the internal auditor of the corporation shall report directly to the audit committee.
The committee shall act only on the affirmative vote of a majority of the members at a meeting or by
unanimous written consent.
The committee may establish sub-committees to carry out such duties as the committee may assign.
4. Committee Activities
The following shall be the common recurring activities of the committee in carrying out its purposes. These
activities are set forth as a guide with the understanding that the committee may diverge from this guide as
appropriate given the circumstances.
The committee shall:
(a) recommend the external auditors to be appointed by the shareholders, review and recommend
their remuneration to the board, approve advances on such remuneration, which shall be paid by
the corporation, and oversee their work, including the resolution of disagreements between
management and the external auditor regarding financial reporting.
(b) approve the proposed current year audit program of the external auditors and assess the results of
the program after the end of the program period.
(c) approve in advance any non-audit services that are permitted by applicable law to be performed by
the external auditors after considering the effect of such services on their independence.
(d) receive from the external auditors a formal written statement delineating all relationships between
the external auditor and the corporation consistent with Independence Standards Board Standard
1, and shall actively engage in a dialogue with the external auditor with respect to any disclosed
relationships or services that may impact the objectivity and independence of the external auditor
and shall recommend that the board take any appropriate action to oversee the independence of
the external auditor.
(e) maintain hiring policies for employees and former employees of the independent auditors.
(f) establish procedures for the receipt, retention and treatment of complaints received by the
corporation regarding accounting, internal accounting controls, or auditing matters and the
confidential, anonymous submission by employees of the corporation of concerns regarding
questionable accounting or auditing matters.
190
(g) approve the proposed current year audit program of the internal auditors and assess the results of
the program after the end of each quarter.
(h) review the adequacy of the corporation's system of internal controls and auditing procedures.
(i) review the accounting and financial reporting processes of the corporation.
(j) approve changes proposed by management in accounting principles and practices, and review
changes proposed by the accounting profession or other regulatory bodies which impact directly on
such principles and practices.
(k) review the quarterly news release of financial and operating results, the annual and quarterly
financial statements of the corporation, any accounting items affecting the statements and the
overall format and content of the statements, and the related management discussion and analysis,
prior to approval of such news release and financial statements by the board of directors.
(l) review the results of the corporation's business ethics compliance program.
(m) review annually a summary of senior management expense accounts.
(n) evaluate, along with the other members of the board, management, the controller, and the general
auditor, the qualifications, performance and independence of the independent auditors, including
the performance of the lead audit partner.
(o) require attendances at its meetings by members of management, as the committee may direct.
(p) undertake such additional activities within the scope of its responsibilities as it may deem
appropriate.
5. Committee Evaluation
The committee will annually complete a self-evaluation of the committee's own performance and
effectiveness and will consider whether any changes to the committee’s charter are appropriate.
6. Resources and Authority of the Committee
The committee has exclusive authority with respect to the retention of the independent auditors described in
section 4 of this charter. In discharging its oversight role, the committee is empowered to investigate any
matter brought to its attention with full access to all books, records, facilities, and personnel of the
corporation. The committee also has the authority to retain outside advisors, including legal counsel, auditors,
or other experts, as it deems appropriate; to approve the fees and expenses of such advisors; and to incur
such other ordinary administrative expenses as are necessary or appropriate in carrying out its duties.
Public Policy and Corporate Responsibility Committee Charter
1. Purpose of the Committee
The primary purpose of the public policy and corporate responsibility committee (the 'committee') is to review
and provide advice, as the committee deems appropriate, regarding the corporation's policies, programs and
practices on public issues of significance including their effects on safety, security, health and the
environment. This includes environmental, health, personnel and process safety, security and sustainability
risks and performance, including the risks associated with climate change. It also includes compliance with
legislation and the assessment of long term impacts of public policy, climate change and sustainable
business practices on corporate performance.
191
2. Committee Membership
The committee shall consist of no fewer than three members, to be appointed by the board of directors from
among (a) the independent directors; and (b) the non-independent directors who are not members of the
corporation's management, who shall serve at the pleasure of the board, but only so long as he or she
continues to be a director of the corporation. The actual number of members shall be determined from time to
time by resolution of the board. Members of the committee should be suitably knowledgeable in matters
pertaining to public issues.
3. Committee Structure and Operation
The chair and vice-chair of the committee shall be designated by the board from among the members of the
committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such
rules or by resolution of the committee.
The chair, or in that person's absence, the vice-chair or in the vice-chair's absence, an alternate designated
by the committee, shall:
(a) preside at committee meetings;
(b) ensure that meetings of the committee are held in accordance with this charter; and
(c) review, and modify if necessary the agenda of the meetings of this committee in advance to ensure
that the committee may effectively carry out its duties.
A majority of the members of the committee shall constitute a quorum thereof. Every question shall be
decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the
meeting shall be entitled to a second or casting vote.
The committee shall designate its secretary.
Meetings of the committee may be called by any member.
The committee shall act only on the affirmative vote of a majority of the members at a meeting or by
unanimous written consent.
The committee may establish subcommittees consisting of one or more members to carry out such duties as
the committee may delegate.
4. Committee Activities
The following shall be the common recurring activities of the committee in carrying out its purpose. These
activities are set forth as a guide with the understanding that the committee may diverge from this guide as
appropriate given the circumstances.
The committee shall:
(a) review and monitor the effectiveness of the corporation's policies, programs and practices on
environment, health, safety, security and sustainability, including the impact, risks and disclosure
associated with climate change and greenhouse gas emissions, and make such recommendations to
the board with respect thereto as it may deem advisable.
(b) monitor the corporation's compliance with legislative, regulatory and corporation standards for
environmental, health, safety, security and sustainability practices and matters, including the impact,
risks and disclosure associated with climate change and greenhouse gas emissions, and advise the
directors on the results and adequacy thereof.
(c) monitor trends and review current and emerging public policy issues relating to matters of
significance to the corporation, including environment, health, safety, security and sustainability
issues and the impact, risks and disclosure associated with climate change and greenhouse gas
emissions, as they may impact the corporation's operations.
192
(d) review the impact of proposed legislation relating to matters of significance to the corporation,
including the impact of the environment, health, safety and security on the operations of the
corporation and to advise the directors and management as to the appropriate response of the
corporation thereto.
(e) recommend to the directors and management desirable policies and actions arising from its review
and monitoring activity.
(f) require attendances at its meetings by members of management, as the committee may direct.
(g) undertake such additional activities within the scope of its responsibilities as it may deem appropriate.
5. Committee Evaluation
The committee will annually complete a self-evaluation of the committee's own performance and
effectiveness and will consider whether any changes to the committee’s charter are appropriate.
6. Resources and Authority of the Committee
The committee has the authority to retain such outside advisors, including legal counsel or other experts, as it
deems appropriate, and to approve the fees and expenses of such advisors.
Executive Resources Committee Charter
1. Purpose of the Committee
The primary purpose of the executive resources committee (the “committee”) is to discharge the board of
directors' (the “board”) responsibilities relating to the evaluation and compensation of the corporation's chief
executive officer (the “CEO”) and certain other key senior executive management positions reporting directly to
the CEO, including all officers of the corporation, and to discharge the responsibilities of the committee under
applicable rules and regulations. The committee also makes recommendations to the board regarding
succession planning and development for senior executives and positions as needed.
2. Committee Membership
The committee shall consist of no fewer than three members, to be appointed by the board of directors from
among (a) the independent directors; and (b) the non-independent directors who are not members of the
corporation's management, who shall serve at the pleasure of the board, but only so long as he or she continues
to be a director of the corporation. The actual number of members shall be determined from time to time by
resolution of the board. Members of the committee should be suitably knowledgeable in matters pertaining to
executive compensation.
3. Committee Structure and Operation
The chair and vice-chair of the committee shall be designated by the board from among the members of the
committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such
rules or by resolution of the committee.
The chair, or in that person's absence, the vice-chair or in the vice-chair's absence, an alternate designated by
the committee, shall:
(a) preside at committee meetings;
(b) ensure that meetings of the committee are held in accordance with this charter; and
(c) review, and modify if necessary the agenda of the meetings of this committee in advance to ensure
that the committee may effectively carry out its duties.
193
A majority of the members of the committee shall constitute a quorum thereof. Every question shall be
decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the
meeting shall be entitled to a second or casting vote.
The committee shall designate its secretary.
Meetings of the committee may be called by any member.
The committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous
written consent.
The committee may establish subcommittees consisting of one or more members to carry out such duties as the
committee may delegate.
4. Committee Activities
The following shall be the common recurring activities of the committee in carrying out its purposes. These
activities are set forth as a guide with the understanding that the committee may diverge from this guide as
appropriate given the circumstances.
The committee shall:
(a) review and approve the corporate goals and objectives relevant to the compensation of the CEO.
(b) review data on competitive compensation practices and review and evaluate policies and programs
through which the corporation compensates its employees.
(c) at least annually evaluate the CEO's performance as measured against the goals and objectives
outlined above.
(d) approve salaries and other compensation (including supplemental compensation such as cash bonuses
and incentive bonus units, long-term incentive compensation such as restricted stock units, and any
other payments for service), for the CEO and other key senior executive management positions
reporting directly to the CEO, including all officers of the corporation.
(e) at least annually review succession planning and development strategies for the CEO and key senior
executive management positions reporting directly to the CEO, including all officers of the corporation.
(f) review the executive development system to ensure that it foresees the corporation’s senior
management requirements and provides for early identification and development of key resources.
(g) review and approve an annual report on compensation for inclusion in the corporation’s management
proxy circular in accordance with applicable legal requirements.
(h) make recommendations to the board with respect to incentive compensation plans and equity-based
plans.
(i) review proposed terms of any new incentive program and any major amendment of an existing program,
and make such recommendations to the board with respect thereto as it may deem advisable.
(j) review and report on risks arising from the corporation's compensation policies and practices for
employees as required by Canadian securities regulators and stock exchanges on which the
corporation’s stock trades.
(k) consider factors that could affect the independence or represent a conflict of interest on the part of any
compensation consultant, independent legal counsel, or other adviser the committee may retain and
report thereon as required by Canadian securities regulators and stock exchanges on which the
corporation’s stock trades.
(l) require attendances at its meetings by members of management, as the committee may direct.
(m) undertake such additional activities within the scope of its responsibilities as it may deem appropriate.
194
5. Committee Evaluation
The committee will annually complete a self-evaluation of the committee's own performance and effectiveness
and will consider whether any changes to the committee’s charter are appropriate.
6. Resources and Authority of the Committee
The committee and, with the approval of the committee, any member, may engage independent counsel,
compensation consultants or other advisors at the expense of the corporation. The committee shall be directly
responsible for the appointment, compensation and oversight of the work of any independent legal counsel,
compensation consultant or other advisor retained by the committee. The committee may select outside legal
counsel, a compensation consultant or other advisor (an “Advisor”) to the committee only after taking into
consideration all factors relevant to the Advisor’s independence from management, including the following:
the provision of other services to the corporation by the person that employs the Advisor;
the amount of fees received from the corporation by the person that employs the Advisor as a
percentage of such that person’s total revenue;
the policies and procedures of the person that employs the Advisor that are designed to prevent conflicts
of interest;
any business or personal relationship of the Advisor with a member of the committee;
any stock of the corporation owned by the Advisor; and
any business or personal relationship of the Advisor or the person employing the Advisor with an
executive officer of the corporation.
Nominations and Corporate Governance Committee Charter
1. Purpose of the Committee
The primary purpose of the nominations and corporate governance committee (the 'committee') is to monitor
compliance with good corporate governance standards; to identify individuals qualified to become board
members; to recommend to the board director nominees for election at the annual meeting of shareholders or
for election by the board to fill open seats between annual meetings; to recommend to the board committee
appointments for directors, including appointments as chair and vice chair of such committees; to review and
make recommendations to the board regarding non-employee director compensation; and to develop and
recommend to the board corporate governance guidelines applicable to the corporation.
2. Committee Membership
The committee shall consist of no fewer than three members, to be appointed by the board of directors from
among (a) the independent directors; and (b) the non-independent directors who are not members of the
corporation's management, who shall serve at the pleasure of the board, but only so long as he or she
continues to be a director of the corporation. The actual number of members shall be determined from time to
time by resolution of the board. Members of the committee should be suitably knowledgeable in matters
pertaining to corporate governance.
195
3. Committee Structure and Operation
The chair and vice-chair of the committee shall be designated by the board from among the members of the
committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such
rules or by resolution of the committee.
The chair, or in that person's absence, the vice-chair or in the vice-chair's absence, an alternate designated
by the committee, shall:
(a) preside at committee meetings;
(b) ensure that meetings of the committee are held in accordance with this charter; and
(c) review, and modify if necessary the agenda of the meetings of this committee in advance to ensure
that the committee may effectively carry out its duties.
A majority of the members of the committee shall constitute a quorum thereof. Every question shall be
decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the
meeting shall be entitled to a second or casting vote.
The committee shall designate its secretary.
Meetings of the committee may be called by any member.
The committee shall act only on the affirmative vote of a majority of the members at a meeting or by
unanimous written consent.
The committee may establish subcommittees consisting of one or more members to carry out such duties as
the committee may delegate.
4. Committee Activities
The following shall be the common recurring activities of the committee in carrying out its purpose. These
activities are set forth as a guide with the understanding that the committee may diverge from this guide as
appropriate given the circumstances.
The committee shall:
(a) oversee issues of corporate governance as they apply to the corporation, including the
effectiveness of the system of corporate governance, and the board's relationship with
management, and report to the board on such matters.
(b) oversee the annual assessment of the effectiveness and contribution of the board, its committees
and each individual director.
(c) make recommendations to the board as to the appropriate size of the board with a view to
facilitating effective decision-making.
(d) review and recommend to the board of directors any modifications to the charters of the board or
any of its committees.
(e) review qualifications of existing directors and individuals suggested as potential candidates for
director of the corporation, including candidates suggested by shareholders, and consider for
nomination any of such individuals who are deemed qualified pursuant to the provisions of the
board charter.
(f) recommend to the board the nominees to be proposed by the board for election as directors of
the corporation at the annual meeting of shareholders.
(g) recommend to the board candidates for election as directors of the corporation to fill open seats
on the board between annual meetings, including vacancies created by an increase in the
authorized number of directors.
196
(h) consider resignations tendered by directors in the event of:
(i)
the majority shareholder’s holdings falling below 50%, for any non-contested election of
directors in the event a nominee standing for election by shareholders in a non-contested
election receives a greater number of votes withheld from his or her election than votes
for such election and, in any such case, refer the matter to the board with the
committee's recommendation whether such resignation should be accepted, or
(ii) a change of circumstance as described in section 10(b)(ii) of the board charter.
(i) review the remuneration of independent directors and make such recommendations to the board
with respect thereto as it may deem advisable.
(j) review present plans, programs or arrangements, and any proposed terms of any new plans,
programs or arrangements, for the benefit of independent directors, and make such
recommendations to the board with respect thereto as it may deem advisable.
(k) review and recommend to the board guidelines to be adopted relating to tenure of independent
directors.
(l) provide recommendations to the board concerning committee structure of the board, committee
operations, committee member qualifications, and committee member appointment.
(m) review any allegation that an executive officer or director may have violated the corporation's
Standards of Business Conduct and report its findings to the board and the general auditor.
(n) require attendances at its meetings by members of management, as the committee may direct.
(o) undertake such additional activities within the scope of its responsibilities as it may deem
appropriate.
5. Committee Evaluation
The committee will annually complete a self-evaluation of the committee's own performance and
effectiveness and will consider whether any changes to the committee’s charter are appropriate.
6. Resources and Authority of the Committee
The committee has the authority to retain such outside advisors, including legal counsel or other experts, as it
deems appropriate, and to approve the fees and expenses of such advisors. Without limiting the foregoing,
the committee will have sole authority to retain and terminate any search firm to be used by the committee to
identify director candidates and any consultant used by the committee to evaluate non-employee director
compensation.
Community Collaboration and Engagement Committee Charter
1. Purpose of the Committee
The primary purpose of the community collaboration and engagement committee (the 'committee') is to
review and provide advice on the corporation's guidelines, procedures and performance supporting public
awareness and consultation efforts, government, community and Indigenous relations, and community
partnership and investment programs.
2. Committee Membership
The committee shall consist of no fewer than three members to be appointed by the board from among its
members who shall serve at the pleasure of the board, but only so long as he or she continues to be a
director of the corporation. The actual number of members shall be determined from time to time by resolution
of the board. Members of the committee should be suitably knowledgeable in matters pertaining to issues
relating to corporate contributions and community investment.
197
3. Committee Structure and Operation
The chair and vice-chair of the committee shall be designated by the board from among the members of the
committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such
rules or by resolution of the committee. In addition to the regular meeting schedule established by the
committee, the chair of the committee may call a special meeting at any time.
The chair, or in that person's absence, the vice-chair or in the vice-chair's absence, an alternate designated
by the committee, shall:
(a) preside at committee meetings;
(b) ensure that meetings of the committee are held in accordance with this charter; and
(c) review, and modify if necessary the agenda of the meetings of this committee in advance to ensure
that the committee may effectively carry out its duties.
A majority of the members of the committee shall constitute a quorum thereof. Every question shall be
decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the
meeting shall be entitled to a second or casting vote.
The committee shall designate its secretary.
Meetings of the committee may be called by any member.
The committee shall act only on the affirmative vote of a majority of the members at a meeting or by
unanimous written consent.
The committee may establish subcommittees consisting of one or more members to carry out such duties as
the committee may delegate.
4. Committee Activities
The following shall be the common recurring activities of the committee in carrying out its purpose. These
activities are set forth as a guide with the understanding that the committee may diverge from this guide as
appropriate given the circumstances.
The committee shall:
(a) review and monitor the effectiveness of the corporation’s programs and practices supporting public
awareness and consultation activities.
(b) monitor trends and review current and emerging issues related to government, stakeholder and
Indigenous relations.
(c) review and provide advice on the corporation’s overall community investment strategies and
programs, which consists of:
(i)
charitable contributions;
(ii)
local community contributions by business units on community-serving projects that also
benefit the corporation, which are charitable in nature;
(iii)
funding for public policy groups;
(iv) university research awards;
(v) sponsorships whose primary purpose is to promote community support and corporate
recognition; and
(vi) expenditures required under socio-economic agreements to support the development of
mutually-beneficial long-term relationships.
198
(d) approve all grants or contributions for charitable contributions and local community contributions; as
described in section 4(c)(i) above, in excess of $300,000.
(e)
require attendances at its meetings by members of management, as the committee may direct.
(f) undertake such additional activities within the scope of its responsibilities as it may deem
appropriate.
5. Committee Evaluation
The committee will annually complete a self-evaluation of the committee's own performance and
effectiveness and will consider whether any changes to the committee’s charter are appropriate.
6. Resources and Authority of the Committee
The committee has the authority to retain such outside advisors, including legal counsel or other experts, as it
deems appropriate, and to approve the fees and expenses of such advisors.
199
Exhibit (31.1)
Certification
Pursuant to Securities Exchange Act Rule 13a-14(a)
I, Bradley W. Corson, certify that:
1.
I have reviewed this annual report on Form 10-K of Imperial Oil Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: February 24, 2021
/s/ Bradley W. Corson
-----------------------------------------------
Bradley W. Corson
Chairman, president and
chief executive officer
(Principal executive officer)
Exhibit (31.2)
Pursuant to Securities Exchange Act Rule 13a-14(a)
Certification
I, Daniel E. Lyons, certify that:
1.
I have reviewed this annual report on Form 10-K of Imperial Oil Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: February 24, 2021
/s/ Daniel E. Lyons
--------------------------------------------------
Daniel E. Lyons
Senior vice-president, finance and
administration, and controller
(Principal financial officer)
Exhibit (32.1)
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, the undersigned, Bradley W. Corson, the chief executive officer of Imperial Oil Limited (the
"company"), hereby certifies that, to his knowledge:
(i)
the Annual Report on Form 10-K of the company for the year ended December 31, 2020 as filed
with the Securities and Exchange Commission (the "Report"), fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the company.
Date:
February 24, 2021
/s/ Bradley W. Corson
---------------------------------------------------
Bradley W. Corson
Chairman, president and
chief executive officer
(Principal executive officer)
Exhibit (32.2)
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, the undersigned, Daniel E. Lyons, the chief financial officer of Imperial Oil Limited (the "company"),
hereby certifies that, to his knowledge:
(i)
the Annual Report on Form 10-K of the company for the year ended December 31, 2020 as filed
with the Securities and Exchange Commission (the "Report"), fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the company.
Date:
February 24, 2021
/s/ Daniel E. Lyons
--------------------------------------------------
Daniel E. Lyons
Senior vice-president, finance and
administration, and controller
(Chief financial officer)