14 unchanged sentences
Each of the seven individuals listed in the section entitled “Nominees for director” on pages 112 to 116 of this report have been nominated for election at the annual meeting of shareholders to be held May 2, 2023.
−Removed: All of the nominees are now directors and have been since the dates indicated.
+Added: All of the nominees, with the exception of S.R.
+Added: Floren and G.J.
+Added: Goldberg, are now directors and have been since the dates indicated.
+Added: Driscoll, Mr.
+Added: Floren and Mr.
+Added: Goldberg are not currently directors and are being nominated for election as directors at the annual meeting of shareholders for the first time.
+Added: Mintz and D.S.
+Added: Sutherland are currently directors and are not standing for re-election in 2023 as they have reached the company's mandatory retirement age for directors.
Reference is made to the section under “Nominees for director”:
15 unchanged sentences
Reference is made to the following sections under “Company executives and executive compensation”:
−Removed: “Letter to shareholders from the executive resources committee on executive compensation”, starting on page 154 of this report;
+Added: • “Letter to shareholders from the executive resources committee on executive compensation”, on page 155 of this report;
• “Compensation discussion and analysis”, on pages 156 to 178 of this report.
7 unchanged sentences
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 8, 2023.
−Removed: Imperial Oil Limited
−Removed: Exxon Mobil Corporation
−Removed: Named executive officer
+Added: Imperial Oil Limited Exxon Mobil Corporation
+Added: Named executive officer Common
stock units (b)
stock units (b)
+Added: Corson — 323,600 120,676 73,850
+Added: Lyons — 94,800 10,419 9,600
+Added: Younger — 54,400 8,796 13,600
+Added: Jolly 12,506 73,800 — —
+Added: Wetmore 15,990 60,400 — —
Incumbent directors and executive
officers as a group (16 people)
−Removed: No common shares are beneficially owned by reason of exercisable options.
+Added: 113,437 807,550 161,155 225,450
+Added: (a) No common shares are beneficially owned by reason of exercisable options.
None of these individuals owns more than 0.01 percent of the outstanding shares of Imperial Oil Limited or Exxon Mobil Corporation.
1 unchanged sentence
Information not being within the knowledge of the company has been provided by the directors and the executive officers individually.
−Removed: Restricted stock units do not carry voting rights prior to the issuance of shares on settlement of the awards.
+Added: (b) Restricted stock units do not carry voting rights prior to the issuance of shares on settlement of the awards.
Certain relationships and related transactions, and director independence
3 unchanged sentences
Reference is made to the section under “Corporate governance disclosure” entitled “Transactions with Exxon Mobil Corporation”, on page 151 of this report.
−Removed: Crocker is deemed a non-independent
−Removed: 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.
+Added: Crocker is deemed a non-independent member of the board of directors and the executive resources committee, safety and sustainability committee, nominations and corporate governance committee and community collaboration and engagement committee under the relevant standards.
As an employee of Exxon Mobil Corporation, M.R.
4 unchanged sentences
PwC has been the auditor of the company for more than five years and are located in Calgary, Alberta.
−Removed: PwC is a participating audit firm with the Canadian Public Accountability Board.
+Added: PwC is a participating audit firm with the Canadian Public Accountability Board and the Public Company Accounting Oversight Board (United States) (PCAOB).
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, 2022 and December 31, 2021 were as follows:
thousands of Canadian dollars 2022 2021
+Added: Audit fees 2,190 1,890
Audit-related fees 92 92
All other fees — —
+Added: Total fees 2,282 1,982
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 2022.
2 unchanged sentences
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.
−Removed: 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
−Removed: services to be performed by the external auditor after considering the effect of such services on their independence.
+Added: 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
−Removed: The audit committee continually discusses with PwC their independence from the company and from management.
−Removed: 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.
−Removed: Securities and Exchange Commission.
+Added: The audit committee periodically discusses with PwC their independence from the company and from management.
+Added: 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 PCAOB and the rules of the SEC.
The company has concluded that the auditor’s independence has been maintained.
Exhibits, financial statement schedules
−Removed: Reference is made to the table
−Removed: of contents in the “Financial section” on page 42 of this report.
−Removed: The following exhibits, numbered in accordance with Item 601 of Regulation S-K,
−Removed: are filed as part of this report:
−Removed: Restated certificate and articles of incorporation of the company (Incorporated herein by reference to Exhibit (3.1) to the company’s Form 8-K
−Removed: filed on May 3, 2006 (File No.
−Removed: of the company (Incorporated herein by reference to Exhibit (3)(ii) to the company’s Quarterly Report on Form 10-Q
−Removed: for the quarter ended March 31, 2003 (File No.
+Added: Reference is made to the table of contents in the “Financial section” on page 41 of this report.
+Added: The following exhibits, numbered in accordance with Item 601 of Regulation S-K, are filed as part of this report:
+Added: 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.
+Added: 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.
Description of capital stock.
−Removed: (Incorporated herein by reference to Exhibit (4)(vi) of the company’s Annual Report on Form 10-K
−Removed: for the year ended December 31, 2019 (File No.
−Removed: 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.
−Removed: (Incorporated herein by reference to Exhibit (10)(ii)(20) of the company’s Annual Report on Form 10-K
−Removed: for the year ended December 31, 2001 (File No.
−Removed: Syncrude Bitumen Royalty Option Agreement, dated November 18, 2008, setting out the terms of the
−Removed: exercise by the Syncrude Joint Venture owners of the option contained in the existing Crown Agreement
−Removed: to convert to a royalty payable on the value of bitumen, effective January 1, 2009 (Incorporated herein
−Removed: by reference to Exhibit 1.01(10)(ii)(2) of the company’s Form 8-K
−Removed: filed on November 19, 2008 (File
−Removed: 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
−Removed: for the year ended December 31, 1980 (File No.
+Added: (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.
+Added: (10) (ii) (1) 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.
+Added: (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.
+Added: 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 (FileNo.
+Added: (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) Deferred Share Unit Plan for Nonemployee Directors.
−Removed: (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K
−Removed: for the year ended December 31, 1998 (File No.
−Removed: 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
−Removed: filed on February 23, 2012 (File No.
−Removed: 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
−Removed: filed on October 31, 2016 (File No.
−Removed: 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
−Removed: filed on October 31, 2016 (File No.
+Added: (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.
+Added: 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.
+Added: 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.
+Added: 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.
Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2020 and subsequent years, as amended effective November 24, 2020 (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, 2020 (File No.
+Added: Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2022 and subsequent years, as amended effective November 29, 2022.
(21) Imperial Oil Resources Limited is incorporated in Alberta, Canada and Canada Imperial Oil Limited is incorporated in Canada, and both are wholly-owned subsidiaries of the company.
2 unchanged sentences
Certification by principal financial officer of Periodic Financial Report pursuant to Rule 13a-14(a).
−Removed: Certification by chief executive officer of Periodic Financial Report pursuant to Rule 13a-14(b)
−Removed: and 18 U.S.C.
+Added: Certification by chief executive officer of Periodic Financial Report pursuant to Rule 13a-14(b) and 18 U.S.C.
Section 1350.
−Removed: Certification by chief financial officer of Periodic Financial Report pursuant to Rule 13a-14(b)
−Removed: and 18 U.S.C.
+Added: Certification by chief financial officer of Periodic Financial Report pursuant to Rule 13a-14(b) and 18 U.S.C.
Section 1350.
2 unchanged sentences
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.
+Added: Form 10-K summary
Not applicable.
4 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 22, 2023 by the following persons on behalf of the registrant and in the capacities indicated.
+Added: Signature Title
/s/ Bradley W.
5 unchanged sentences
finance and administration, and controller
−Removed: (Principal financial officer and principal
−Removed: accounting officer)
+Added: (Principal financial officer and principal accounting officer)
/s/ Matthew R.
2 unchanged sentences
Financial section
+Added: Table of contents Page
Financial information (U.S.
29 unchanged sentences
Other comprehensive income (loss) information
+Added: Divestment activities
Supplemental information on oil and gas exploration and production activities (unaudited)
1 unchanged sentence
millions of Canadian dollars 2022 2021 2020
+Added: Revenues 59,413 37,508 22,284
Net income (loss):
+Added: Upstream 3,645 1,395 (2,318)
+Added: Downstream 3,622 895 553
+Added: Chemical 204 361 78
Corporate and other (131) (172) (170)
14 unchanged sentences
The definitions are provided to facilitate understanding of the terms and how they are calculated.
−Removed: These measures are not prescribed by U.S.
+Added: Certain measures included in this document are not prescribed by U.S.
Generally Accepted Accounting Principles (GAAP).
−Removed: These measures constitute “non-GAAP
−Removed: financial measures” under Securities and Exchange Commission Regulation G, and “specified financial measures” under National Instrument 52-112
−Removed: and Other Financial Measures Disclosure of the Canadian Securities Administrators.
−Removed: Reconciliation of these financial measures to the most comparable GAAP financial measure, and other information required by these regulations have been provided.
−Removed: financial measures and specified financial measures are not standardized financial measures under GAAP and do not have a standardized definition.
+Added: These measures constitute “non-GAAP financial measures” under Securities and Exchange Commission Regulation G and Item 10(e) of Regulation S-K, and “specified financial measures” under National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure of the Canadian Securities Administrators.
+Added: Reconciliation of these non-GAAP financial measures to the most comparable GAAP measure, and other information required by these regulations, have been provided.
+Added: Non-GAAP financial measures and specified financial measures are not standardized financial measures under GAAP and do not have a standardized definition.
As such, these measures may not be directly comparable to measures presented by other companies, and should not be considered a substitute for GAAP financial measures.
Capital employed
−Removed: Capital employed is a non-GAAP
−Removed: financial measure that is a measurement of net investment.
+Added: Capital employed is a non-GAAP financial measure that is a measurement 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.
7 unchanged sentences
asset and liability perspective
+Added: Total assets 43,524 40,782 38,031
Total current liabilities excluding notes and loans payable (8,776) (5,432) (3,153)
10 unchanged sentences
Return on average capital employed (ROCE)
−Removed: ROCE is a non-GAAP
−Removed: 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
+Added: ROCE is a non-GAAP ratio.
+Added: 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.
−Removed: Capital employed is a non-GAAP
−Removed: financial measure and is disclosed and reconciled above.
−Removed: The company’s total ROCE is net income excluding the after-tax
−Removed: cost of financing divided by total average capital employed.
+Added: Capital employed is a non-GAAP financial measure and is disclosed and reconciled above.
+Added: 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 one of the best measures of historical capital productivity in a capital-intensive, long-term industry.
4 unchanged sentences
Net income (loss) 7,340 2,479 (1,857)
−Removed: Financing (after-tax)
−Removed: including Imperial’s share of equity companies
+Added: Financing (after-tax) including Imperial’s share of equity companies 55 40 52
Net income (loss) excluding financing 7,395 2,519 (1,805)
Average capital employed 26,762 26,780 28,059
−Removed: Return on average capital employed (percent)
−Removed: – corporate total
+Added: Return on average capital employed (percent) – corporate total
+Added: 27.6 9.4 (6.4)
Cash flows from operating activities and asset sales
−Removed: Cash flows from operating activities and asset sales is a non-GAAP
−Removed: financial measure that is the sum of the net cash provided by operating activities and proceeds from asset sales reported in the Consolidated statement of cash flows.
+Added: Cash flows from operating activities and asset sales is a non-GAAP financial measure that 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.
6 unchanged sentences
From the Consolidated statement of cash flows
−Removed: Cash flows from operating activities
+Added: Cash flows from (used in) operating activities 10,482 5,476 798
Proceeds from asset sales 904 81 82
−Removed: Total cash flows from operating activities and asset sales
+Added: Total cash flows from (used in) operating activities and asset sales 11,386 5,557 880
Operating costs
−Removed: Operating costs is a non-GAAP
−Removed: financial measure that 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.
−Removed: It excludes the cost of raw materials, taxes and interest expense and are on a before-tax
+Added: Operating costs is a non-GAAP financial measure that 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.
+Added: It excludes the cost of raw materials, taxes and interest expense and are on a before-tax basis.
The most directly comparable financial measure that is disclosed in the financial statements is total expenses within the company’s Consolidated statement of income.
6 unchanged sentences
Federal excise tax and fuel charge 2,179 1,928 1,736
+Added: Financing 60 54 64
+Added: Subtotal 39,981 25,156 15,093
Imperial's share of equity company expenses 71 61 64
6 unchanged sentences
Depreciation and depletion (includes impairments) 1,897 1,977 3,293
−Removed: pension and postretirement benefit
+Added: Non-service pension and postretirement benefit 17 42 121
+Added: Exploration 5 32 13
+Added: Subtotal 10,205 9,151 9,703
Imperial's share of equity company expenses 71 61 64
1 unchanged sentence
Net income (loss) excluding identified items
−Removed: Net income (loss) excluding identified items is a non-GAAP
−Removed: financial measure that is total net income (loss) excluding individually significant non-operational
−Removed: events with an absolute corporate total earnings impact of at least $100 million in a given quarter.
+Added: Net income (loss) excluding identified items is a non-GAAP financial measure that is total net income (loss) excluding individually significant non-operational events with an absolute corporate total earnings impact of at least $100 million in a given quarter.
The net income (loss) impact of an identified item for an individual segment in a given quarter may be less than $100 million when the item impacts several segments or several periods.
The most directly comparable financial measure that is disclosed in the financial statements is net income (loss) within the company’s Consolidated statement of income.
−Removed: Management uses these figures to improve comparability of the underlying business across multiple periods by isolating and removing significant non-operational
−Removed: events from business results.
+Added: Management uses these figures to improve comparability of the underlying business across multiple periods by isolating and removing significant non-operational events from business results.
The company believes this view provides investors increased transparency into business results and trends, and provides investors with a view of the business as seen through the eyes of management.
Net income (loss) excluding identified items is not meant to be viewed in isolation or as a substitute for net income (loss) as prepared in accordance with U.S.
−Removed: All identified items are presented on an after-tax
+Added: All identified items are presented on an after-tax basis.
Reconciliation of net income (loss) excluding identified items
2 unchanged sentences
Net income (loss) (U.S.
+Added: GAAP) 7,340 2,479 (1,857)
Less identified items included in Net income (loss)
−Removed: Tax adjustments
+Added: Gain/(loss) on sale of assets 208 — —
+Added: Impairments — — (1,171)
Subtotal of identified items 208 — (1,171)
2 unchanged sentences
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.
−Removed: The company’s accounting and financial reporting fairly reflect its business model involving exploration for, and production of, crude oil and natural gas, manufacture, trade, transport and sale of crude oil, natural gas, petroleum products, petrochemicals and a variety of specialty products.
+Added: The company’s accounting and financial reporting fairly reflect its integrated business model involving exploration for, and production of, crude oil and natural gas, 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.
3 unchanged sentences
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.
−Removed: The foundation for the energy supply and demand assumptions supporting the corporate plan is ExxonMobil’s Outlook
−Removed: , and corporate plan volume projections are based on individual field production profiles, which are also updated annually.
−Removed: Price ranges for crude oil, natural gas, including price differentials, refinery and chemical margins, volumes and operating costs including greenhouse gas emission prices and foreign currency exchange rates are based on corporate plan assumptions developed annually and are utilized for investment evaluation purposes.
+Added: The foundation for the assumptions supporting the Corporate Plan is ExxonMobil’s Outlook for Energy , and Corporate Plan volume projections are based on individual field production profiles, which are also updated annually.
+Added: Price ranges for crude oil, natural gas, including price differentials, refinery and chemical margins, volumes and operating costs including greenhouse gas emissions pricing, and foreign currency exchange rates 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.
−Removed: Once major investments are made, a reappraisal process is completed to ensure relevant lessons are learned and improvements are incorporated into future projects.
+Added: Once the company makes major investments, it completes a reappraisal process to ensure that it learns from the investment decision and incorporates the lessons 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.
1 unchanged sentence
Long-term business outlook
−Removed: The “Long-term business outlook” is based on Exxon Mobil Corporation’s Outlook for Energy
−Removed: (the Outlook), which combined with the near-term pathways, is used to help inform the company’s long-term business strategies and investment plans.
−Removed: The company’s business planning is underpinned by a deep understanding of long-term energy fundamentals.
−Removed: These fundamentals include energy supply and demand trends;
−Removed: the scale and variety of energy needs worldwide;
−Removed: capability, practicality and affordability of energy alternatives including low-carbon
+Added: The “Long-term business outlook” is based on Exxon Mobil Corporation’s Outlook for Energy (the Outlook), which combined with the near-term pathways, is used to help inform the company’s long-term business strategies and investment plans.
+Added: The company’s business planning is underpinned by a deep understanding of long-term market fundamentals.
+Added: These fundamentals include supply and demand trends, the scale and variety of energy needs worldwide;
+Added: capability, practicality and affordability of energy alternatives including low-carbon solutions;
greenhouse gas emission-reduction technologies;
3 unchanged sentences
It is a projection based on current trends in technology, government policies, consumer preferences, geopolitics, and economic development.
−Removed: In addition, the Outlook considers a range of scenarios - including remote scenarios - to help inform perspective of the future and enhance strategic thinking over time.
−Removed: Included in the range of these scenarios are the Intergovernmental Panel on Climate Change Lower 2°C and the International Energy Agency’s Net Zero Emissions (IEA NZE) by 2050 scenario.
−Removed: To effectively evaluate the pace of change, ExxonMobil uses many scenarios to help identify signposts to provide leading indicators of future developments and allow for timely adjustments to the Outlook.
−Removed: The IEA describes the IEA NZE as extremely challenging, requiring all stakeholders – governments, businesses, investors and citizens – to take action this year and every year after so that the goal does not slip out of reach.
−Removed: The scenario assumes unprecedented and sustained energy efficiency gains, innovation and technology transfer, lower-emission investments, and globally coordinated greenhouse gas reduction policy.
−Removed: The IEA acknowledges that society is not on the IEA NZE pathway.
+Added: The Outlook uses projections and scenarios from reputable third parties such as the International Energy Agency (IEA) and the Intergovernmental Panel on Climate Change (IPCC).
+Added: The IEA describes the Net Zero Emissions by 2050 (NZE) as extremely challenging, requiring all stakeholders - governments, businesses, investors, and citizens - to take immediate, unprecedented action.
+Added: The IEA acknowledges that society is not currently on the IEA NZE pathway.
+Added: No single transition pathway can be reasonably predicted, given the wide range of uncertainties.
+Added: Key unknowns include yet-to-be-developed government policies, market conditions, and advances in technology that may influence the cost, pace, and potential availability of certain pathways.
+Added: Scenarios that employ a full complement of technology options are likely to provide the most economically efficient pathways.
By 2050, the world’s population is projected at around 9.7 billion people, or about 2 billion more than in 2021.
−Removed: 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 125 percent by 2050 compared to 2019.
+Added: Coincident with this population increase, the Outlook projects worldwide economic growth to average close to 2.5 percent per year, with economic output growing by around 110 percent by 2050 compared to 2021.
As economies and populations grow, and as living standards improve for billions of people, the need for energy is expected to continue to rise.
1 unchanged sentence
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)).
−Removed: As expanding prosperity drives 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.
+Added: As expanding prosperity drives 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 CO2 emissions per unit of economic output over time.
Substantial efficiency gains are likely in all key aspects of the world’s economy through 2050, affecting energy requirements for power generation, transportation, industrial applications, and residential and commercial needs.
−Removed: Under the Outlook, global electricity demand is expected to increase almost 75 percent from 2019 to 2050, with developing countries likely to account for about 80 percent of the increase.
+Added: Under the Outlook, global electricity demand is expected to increase over 75 percent from 2021 to 2050, with developing countries likely to account for about 80 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.
−Removed: The share of coal-fired generation is expected to decline substantially and approach 15 percent of the world’s electricity in 2050, versus nearly 35 percent in 2019, in part as a result of policies to improve air quality as well as reduce greenhouse gas emissions to address risks related to climate change.
−Removed: From 2019 to 2050, the amount of electricity supplied using natural gas, nuclear power, and renewables is likely to more than double, accounting for the entire growth in electricity supplies and offsetting the reduction of coal.
−Removed: Electricity from wind and solar is expected to increase more than 600 percent, helping total renewables (including other sources, i.e., hydropower) to account for about 80 percent of the increase in electricity supplies worldwide through 2050.
−Removed: Total renewables are expected reach about 50 percent of global electricity supplies by 2050.
−Removed: Natural gas and nuclear are also expected to increase shares over the period to 2050, reaching more than 25 percent and about 10 percent of global electricity supplies, respectively, by 2050.
+Added: The share of coal-fired generation is expected to decline substantially and approach 15 percent of the world’s electricity in 2050, versus nearly 35 percent in 2021, in part due to policies to improve air quality as well as reduce greenhouse gas emissions to address risks related to climate change.
+Added: From 2021 to 2050, the amount of electricity supplied using natural gas, nuclear power and renewables is expected to more than double, accounting for the entire growth in electricity supplies and offsetting the reduction of coal.
+Added: Electricity from wind and solar is expected to increase more than 550 percent, helping total renewables (including other sources, e.g., hydropower) to account for over 80 percent of the increase in electricity supplies worldwide through 2050.
+Added: Total renewables are expected to reach about 50 percent of global electricity supplies by 2050.
+Added: Natural gas and nuclear are expected to be about 25 percent and 10 percent, respectively, of global electricity supplies by 2050.
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.
−Removed: Under the Outlook, energy for transportation – including cars, trucks, ships, trains and airplanes – is expected to increase by almost 25 percent from 2019 to 2050.
−Removed: Transportation energy demand is expected to account for over 40 percent of the growth in liquid fuels demand worldwide over this period.
−Removed: Light-duty vehicle demand for liquid fuels is projected to peak by around 2025 and then decline to levels seen in the early-2000s by 2050 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 75 percent.
+Added: Under the Outlook, energy for transportation – including cars, trucks, ships, trains and airplanes – is expected to increase by over 30 percent from 2021 to 2050.
+Added: Transportation energy demand is expected to account for around 65 percent of the growth in liquid fuels demand worldwide over this period.
+Added: Light-duty vehicle demand for liquid fuels is projected to peak by around 2025, and then decline to levels seen in the early-2000s by 2050, 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 almost 70 percent.
By 2050, light-duty vehicles are expected to account for around 15 percent of global liquid fuels demand.
−Removed: During the same time period, nearly all the world’s commercial transportation fleets are expected to continue to run on liquid fuels, including biofuels, which are widely available and offer practical advantages in providing a large quantity of energy in small volumes.
+Added: During the same time period, nearly all the world’s commercial transportation fleets are expected to continue to run on liquid fuels, including biofuels, which are expected to be widely available and offer practical advantages in providing a large quantity of energy in small volumes.
+Added: Almost half of the world’s energy use is dedicated to industrial activity.
+Added: As the global middle class continues to grow, demand for durable products, appliances, and consumable goods will increase.
+Added: Industry uses energy products both as a fuel and as a feedstock for chemicals, asphalt, lubricants, waxes, and other specialty products.
+Added: The Outlook anticipates technology advances, as well as the increasing shift toward cleaner forms of energy such as electricity and natural gas, with coal declining.
+Added: Demand for oil will continue to grow as a feedstock for industry.
+Added: As populations grow and prosperity rises, more energy will be needed to power homes, offices, schools, shopping centers, hospitals, etc.
+Added: Combined residential and commercial energy demand is projected to rise by around 15 percent through 2050.
+Added: Led by the growing economies of developing nations, average worldwide household electricity use will rise about 75 percent between 2021 and 2050.
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.
−Removed: By 2050, global demand for liquid fuels is projected to grow to approximately 114 million oil-equivalent
−Removed: barrels per day, an increase of about 14 percent from 2019.
−Removed: share of global liquid fuels demand is expected to increase to nearly 70 percent by 2050, as liquid fuels demand in the OECD is expected to decline by more than 20 percent.
−Removed: Much of the global liquid fuels demand today is met by crude production from traditional conventional sources;
+Added: By 2050, global demand for liquid fuels is projected to grow to approximately 110 million oil-equivalent barrels per day, an increase of about 17 percent from 2021.
+Added: The non-OECD share of global liquid fuels demand is expected to increase to nearly 70 percent by 2050, as liquid fuels demand in the OECD is expected to decline by around 20 percent.
+Added: Much of the global liquid fuels demand today is met by crude production from 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.
−Removed: The world’s resource base is sufficient to meet projected demand through 2050 as technology advances continue to expand the availability of economic and lower-carbon supply options.
+Added: The world’s resource base is sufficient to meet projected demand through 2050 as technology advances continue to expand the availability of more 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 2021 to 2050, meeting about 40 percent of global energy demand growth.
−Removed: Global natural gas demand is expected to rise nearly 35 percent from 2019 to 2050, with more than half of that increase coming from the Asia Pacific region.
+Added: Global natural gas demand is expected to rise nearly 25 percent from 2021 to 2050, with around two thirds 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 50 percent of the growth in natural gas supplies is expected to be from unconventional sources.
−Removed: At the same time, conventionally-produced natural gas is likely to remain the cornerstone of global supply, meeting more than two-thirds
−Removed: of worldwide demand in 2050.
+Added: At the same time, conventionally-produced natural gas is likely to remain the cornerstone of global supply, meeting around two-thirds of worldwide demand in 2050.
Liquefied natural gas (LNG) trade will expand significantly, meeting about 50 percent of the increase in global demand growth, with much of this supply expected to help meet rising demand in Asia Pacific.
1 unchanged sentence
Oil is expected to remain the largest source of energy with its share remaining close to 30 percent in 2050.
−Removed: Coal is currently the second largest source of energy, but it is expected to lose that position to natural gas in the next few years.
−Removed: The share of natural gas is expected to reach more than 25 percent by 2050, while the share of coal falls to about half that.
−Removed: 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.
−Removed: Total renewable energy is expected to exceed 20 percent of global energy by 2050, with biomass, hydro and geothermal contributing a combined share of more than 10 percent.
−Removed: Total energy supplied from wind, solar and biofuels is expected to increase rapidly, growing over 420 percent from 2019 to 2050, when they are projected to be about 10 percent of the world energy mix.
−Removed: To meet this projected demand under the Outlook, 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.
+Added: Coal and natural gas are the next largest sources of energy today, with the share of natural gas growing to more than 25 percent by 2050, while the share of coal falls to about half that of natural gas.
+Added: Nuclear power is projected to grow, as many nations are likely to expand nuclear capacity to address rising electricity needs as well as energy security and environmental issues.
+Added: Total renewable energy is expected to exceed 20 percent of global energy by 2050, with other renewables (e.g., biomass, hydropower, geothermal) contributing a combined share of more than 10 percent.
+Added: Total energy supplied from wind and solar is expected to increase rapidly, growing over 480 percent from 2021 to 2050, when they are projected to be around 10 percent of the world energy mix.
+Added: Decarbonization of industry activities will require a suite of nascent or future lower-carbon technologies and supporting policies.
+Added: Lower-emission fuels, hydrogen-based fuels, and carbon capture and storage are three key lower-carbon solutions needed to support a lower-emission future, in addition to wind and solar.
+Added: Along with electrification, lower-emission fuels are expected to play an important role in decarbonization of the transportation sector, particularly in hard-to-decarbonize areas, such as aviation.
+Added: Low-carbon hydrogen will be a key enabler replacing traditional furnace fuel to decarbonize the industrial sector.
+Added: Hydrogen and hydrogen-based fuels like ammonia are also expected to make inroads into commercial transportation as technology improves to lower its cost and policy develops to support the needed infrastructure development.
+Added: Carbon capture and storage on its own, or in combination with hydrogen production, is among the few proven technologies that could enable CO2 emission reductions from high-emitting and hard-to-decarbonize sectors such as power generation and heavy industries, including manufacturing, refining and petrochemicals.
+Added: To meet this projected demand under the Outlook and the IEA's Stated Policies Scenario (STEPS), 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.
−Removed: The investments to develop and supply resources to meet global demand through 2050 will be significant.
−Removed: This reflects a fundamental aspect of the oil and natural gas business as the International Energy Agency (IEA) describes in its World Energy Outlook 2021
+Added: The investments to develop and supply resources to meet global demand through 2050 will be significant, and would be needed to meet even the rapidly declining demand for oil and gas envisioned in the IEA's Net Zero Emissions by 2050 scenario.
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.
−Removed: Additionally, Imperial uses ExxonMobil’s Outlook for Energy
−Removed: as a foundation for estimating energy supply and demand requirements from various energy sources and uses, and the Outlook for Energy
−Removed: takes into account policies established to reduce energy related greenhouse gas emissions.
+Added: Additionally, Imperial uses the Outlook as a foundation for estimating energy supply and demand requirements from various energy sources and uses, and the Outlook 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.
−Removed: The Outlook for Energy
−Removed: reflects an environment with increasingly stringent climate policies and is consistent with the global aggregation of Nationally Determined Contributions (NDCs), as available at the end of 2020, which were submitted by signatories to the United Nations Framework Convention on Climate Change (UNFCCC) 2015 Paris Agreement.
−Removed: The Outlook for Energy
−Removed: seeks to identify potential impacts of climate related policies, which often target specific sectors.
−Removed: It estimates potential impacts of these policies on consumer energy demand by using various assumptions and tools – including, depending on the sector, and as applicable, use of a proxy cost of carbon or assessment of targeted policies (i.e., automotive fuel economy standards).
+Added: The Outlook reflects an environment with increasingly stringent climate policies and is consistent with the global aggregation of Nationally Determined Contributions (NDCs), submitted by the nations that are signatories to the Paris Agreement, as available at the end of 2021.
+Added: The Outlook seeks to identify potential impacts of climate related government policies, which often target specific sectors.
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.
−Removed: The company continues to monitor the updates to the NDCs that nations have provided around 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.
−Removed: 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.
−Removed: Advancing climate solutions
+Added: The company continues to monitor the updates to the NDCs that nations provided around COP 27 in Egypt in November 2022 as well as other policy developments in light of net-zero ambitions formulated by some nations, including Canada.
+Added: The information provided in the Outlook includes ExxonMobil's internal estimates and projections based upon internal data and analyses, as well as publicly available information from external sources including the International Energy Agency.
+Added: Progress reducing emissions
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.
2 unchanged sentences
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.
−Removed: Imperial has a goal to achieve net zero Scope 1 and 2 greenhouse gas emissions in the company’s oil sands operations by 2050 in support of Canada’s commitment to move towards net zero emissions.
−Removed: To support this net-zero
−Removed: ambition, by the end of 2030 Imperial anticipates to reduce Scope 1 and 2 greenhouse gas emissions intensity of its operated oil sands facilities by 30 percent, compared with 2016 levels.
−Removed: The company plans to achieve this through implementation of lower greenhouse gas next generation technologies at its Cold Lake operation, efficiency improvements at its facilities, and the use of carbon capture and storage.
−Removed: In the near term, the company remains on track to meet its previous Scope 1 and Scope 2 greenhouse gas emissions intensity goal of a 10 percent reduction for operated oil sands facilities by the end of 2023, compared to 2016 levels.
−Removed: In June, Imperial and its industry peers announced the launch of the Oil Sands Pathways to Net Zero alliance.
−Removed: The goal of this unique alliance, working collectively with the federal and Alberta governments, is to achieve net zero greenhouse gas emissions from oil sands operations by 2050 to help Canada meet its climate goals.
−Removed: Current business environment
−Removed: In early 2020, the balance of supply and demand for petroleum and petrochemical products experienced two significant disruptive effects.
−Removed: On the demand side, the COVID-19
−Removed: pandemic spread rapidly through most areas of the world resulting in substantial reductions in consumer and business activity and significantly reduced demand for crude oil, natural gas and petroleum products.
−Removed: This reduction in demand coincided with announcements of increased production in certain key oil-producing
−Removed: countries which led to increases in inventory levels and sharp declines in prices for crude oil, natural gas and petroleum products.
−Removed: Through 2021, demand for petroleum and petrochemical products has continued to recover, with the company’s financial results benefiting from stronger prices and margins, notably prices for crude oil and natural gas as well as Chemical product margins.
−Removed: The company continues to closely monitor industry and global economic conditions amid this uneven global recovery from the COVID-19
−Removed: pandemic which has brought unprecedented uncertainties to near-term economic outlooks, including recovery from the COVID-19
−Removed: The general rate of inflation in Canada and many other countries experienced a brief decline in the initial stage of the COVID-19
−Removed: However inflation rates increased in 2021 across major economies, with some regions experiencing multi-decade highs, largely reflecting overall imbalances between supply and demand recoveries from the pandemic.
−Removed: The underlying factors include, but are not limited to, global supply chain disruptions, shipping bottlenecks, labor market constraints and side effects from monetary and fiscal expansions.
−Removed: The global economic recovery remains uneven with significant uncertainty.
−Removed: Prices for services and materials continue to evolve in response to fast-changing commodity markets, industry activities, as well as government policies, impacting operating and capital costs.
−Removed: The company closely monitors market trends and works to mitigate cost impacts in all price environments through its economies of scale in global procurement, efficient project management practices, and general productivity improvements.
+Added: Imperial and its industry peers launched the Oil Sands Pathways to Net Zero alliance in 2021, with the goal of working collectively with the federal and Alberta governments to achieve net-zero greenhouse gas emissions from oil sands operations by 2050 to help Canada meet its climate goals.
+Added: As part of the company’s efforts to provide solutions that lower the greenhouse gas emissions intensity of its operations and provide lower life-cycle emissions products to customers, Imperial has announced a company-wide goal to achieve net zero emissions (Scope 1 and 2) by 2050 in its operated assets through collaboration with government and industry partners.
+Added: Successful technology development and supportive fiscal and regulatory frameworks will be needed to achieve this goal.
+Added: This work builds on Imperial’s previously announced net-zero goal for operated oil sands as part of the Pathways Alliance initiative, as well as the company’s emission intensity reduction goal of 30 percent by 2030 for operated oil sands facilities when compared to 2016 levels.
+Added: The company plans to achieve its net zero goal by applying oil sands recovery technologies that use less steam, implementing carbon capture and storage and implementing efficiency projects including the use of lower carbon fuels at its operations.
+Added: Recent business environment
+Added: Prior to the COVID-19 pandemic, many companies in the industry invested below the levels needed to maintain or increase production capacity to meet anticipated demand.
+Added: During the COVID-19 pandemic, this decline in investments accelerated as industry revenue collapsed, resulting in underinvestment and supply tightness as demand for petroleum and petrochemical products recovered.
+Added: Across late 2021 and the first half of 2022, these reductions, along with supply chain constraints, and a continuation of demand recovery, led to a steady increase in oil and natural gas prices and refining margins.
+Added: Demand for petroleum and petrochemical products grew in 2022, with the company's financial results benefiting from stronger prices and margins.
+Added: Commodity and product prices are expected to remain volatile given the current global economic uncertainty and geopolitical events affecting supply and demand, including Russia's military action in Ukraine that has impacted global crude oil and gas supply levels and prices.
+Added: The general rate of inflation in Canada and many other countries experienced a brief decline in the initial stage of the COVID-19 pandemic, before starting to increase steadily in 2021, due to an imbalance in supply and demand, and continued to increase in 2022.
+Added: The underlying factors include, but are not limited to, time cycle of capacity investments, supply chain disruptions, shipping bottlenecks, labour constraints, and side effects from monetary and fiscal expansions.
+Added: The company closely monitors market trends and works to mitigate both operating and capital cost impacts in all price environments.
Business results
1 unchanged sentence
Net income (loss) (U.S.
−Removed: Identified items included in Net income (loss) (a)
−Removed: Tax adjustments
+Added: 7,340 2,479 (1,857)
+Added: Identified items 1 included in Net income (loss)
+Added: Gain/(loss) on sale of assets 208 — —
+Added: Impairments — — (1,171)
Subtotal of identified items 1
−Removed: Net income (loss) excluding identified items (a)
−Removed: (a) Net income (loss) excluding identified items is a non-GAAP
−Removed: financial measure - see “Frequently used terms” section (page 44)
+Added: 208 — (1,171)
+Added: Net income (loss) excluding identified items 1
+Added: 7,132 2,479 (686)
+Added: Net income in 2022 was $7,340 million, or $11.44 per share on a diluted basis, up from $2,479 million, or $3.48 per share in 2021.
+Added: Current year results include favourable identified items 1 of $208 million after tax, related to the company’s gain on the sale of interests in XTO Energy Canada.
Net income in 2021 was $2,479 million, or $3.48 per share on a diluted basis, compared to a net loss of $1,857 million, or $2.53 per share in 2020.
−Removed: Prior year results include unfavourable identified items 1
−Removed: of $1,171 million after tax, related to the company’s decision to no longer develop a significant portion of its unconventional portfolio.
−Removed: 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.
−Removed: Current year results reflect a non-cash
−Removed: 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.
−Removed: Full-year 2019 results included a favourable impact of $662 million associated with the Alberta corporate income tax rate decrease.
−Removed: financial measure – see “Frequently used terms” section on page 44 for definition and reconciliation
+Added: Prior year results include unfavourable identified items 1 of $1,171 million after tax, related to the company’s decision to no longer develop a significant portion of its unconventional portfolio.
+Added: 1 non-GAAP financial measure - see "Frequently used terms" section on page 43 for definition and reconciliation.
Imperial produces crude oil and natural gas for sale predominantly into North American markets.
5 unchanged sentences
The company also continues to evaluate opportunities to support long-term growth.
−Removed: Although actual volumes will vary from year to year, the focus is on value-add,
−Removed: long-term growth opportunities within the context of the factors described in Item 1A.
+Added: Although actual volumes will vary from year to year, the focus is on value-add, long-term growth opportunities within the context of the factors described in Item 1A.
“Risk factors”.
−Removed: Imperial continually evaluates opportunities, including crude shipments by rail and the pace of the development of its Aspen in-situ
−Removed: oil sands project, as economically justified.
−Removed: The upstream industry environment has a history of significant price volatility.
−Removed: Market demand and prices experienced a sharp decline in the first half of 2020 largely driven by the COVID-19
−Removed: Following this decline, prices improved in the second half of 2020 and throughout 2021, as supply and demand began to rebalance.
+Added: Imperial continually evaluates opportunities, including crude shipments by rail and the pace of the development of its Aspen in-situ oil sands project, as economically justified.
Prices for most of the company's crude oil sold are referenced to Western Canada Select (WCS) and West Texas Intermediate (WTI) oil markets.
Additionally, the market price for WCS is typically lower than light and medium grades of oil, and price differentials between WCS and WTI can fluctuate.
−Removed: Volatility in differentials can lead to government action, such as in 2019 when the Government of Alberta imposed temporary mandatory production curtailment regulations on large producers.
−Removed: Mandatory curtailment was eliminated in December 2020 and the regulatory authority to impose curtailment was repealed at the end of 2021.
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 activity, alternative energy sources, levels of prosperity, technology advancements, consumer preference and government policies.
−Removed: On the supply side, prices may be significantly impacted by political events, logistics constraints, the actions of OPEC, governments and other factors.
+Added: On the supply side, prices may be significantly impacted by political events, logistics constraints, the actions of OPEC, governments, alternative energy sources, and other factors.
To manage the risks associated with price, Imperial tests the resiliency of its annual plans and all major investments across a range of price scenarios.
−Removed: In 2021, demand for petroleum and petrochemical products continued to recover, with the company’s financial results benefiting from stronger prices compared to the prior year.
−Removed: The company continues to closely monitor industry and global economic conditions, including recovery from the COVID-19
−Removed: Upstream asset performance met or exceeded expectations in 2021.
−Removed: The company continued to benefit from its actions implemented in 2020 to reduce the cost structure and improve reliability of its assets, enabling the Upstream to capture significant value and take advantage of the improving business environment throughout 2021.
−Removed: Upstream delivered its highest production in over 30 years, supported by Kearl achieving record annual total gross production of about 263,000 barrels per day (186,000 barrels Imperial’s share).
−Removed: The company adjusted its planned maintenance and turnaround activity at Kearl, eliminating its fall turnaround and transitioned to a single annual turnaround, one year ahead of schedule.
−Removed: During 2021, Cold Lake gross production was about 140,000 barrels per day, driven by continued focus on production optimization and reliability enhancements.
+Added: Upstream assets demonstrated strong performance in 2022.
+Added: The company continued to benefit from its actions implemented in prior years to manage the cost structure and improve the reliability of its assets, enabling the Upstream to capture significant value and take advantage of the improving business environment throughout 2022.
+Added: Upstream full-year production averaged 416,000 gross oil-equivalent barrels per day.
+Added: At Kearl, gross production was about 242,000 barrels per day (172,000 barrels Imperial’s share), down 21,000 barrels per day (14,000 barrels Imperial's share) compared to 2021, as a result of extreme cold weather impacts in Q1 2022.
+Added: At Cold Lake, annual production averaged 144,000 gross oil-equivalent barrels per day.
+Added: At Syncrude, annual production averaged 77,000 gross oil-equivalent barrels per day, supported by the interconnect pipeline.
+Added: On August 31, 2022, jointly with ExxonMobil Canada, Imperial sold its interests in XTO Energy Canada to Whitecap Resources Inc.
As described in more detail in Item 1A.
−Removed: “Risk factors”, environmental risks and climate related regulations, and COVID-19
−Removed: could have negative impacts on the upstream business.
+Added: “Risk factors”, environmental risks and climate related regulations could have negative impacts on the upstream business.
Results of operations
1 unchanged sentence
millions of Canadian dollars
−Removed: Identified items are a non-GAAP
−Removed: financial measure – see “Frequently used terms” section (page 44)
−Removed: Price – Higher realizations increased net income by about $3,640 million, primarily driven by average bitumen realizations increasing by $32.22 per barrel and synthetic realizations increasing by $31.85 per barrel.
−Removed: Volumes – Higher volumes primarily driven by the absence of production balancing with market demands that occurred in 2020 increased net income by about $550 million.
−Removed: Royalty – Higher royalties decreased net income by about $680 million, primarily driven by higher commodity prices.
−Removed: Identified items 1
−Removed: – Prior year results included unfavourable identified items
−Removed: of $1,171 million related to the company’s decision to no longer develop a significant portion of its unconventional portfolio.
−Removed: Other – All other items decreased net income by $968 million, primarily driven by higher operating expenses of about $720 million, unfavourable foreign exchange impacts of about $230 million and lower Canada Emergency Wage Subsidy received by the company compared to prior year of about $60 million, which includes Imperial’s proportionate share of a joint venture.
+Added: Price – Higher realizations were generally in line with increases in marker prices, driven primarily by increased demand.
+Added: Average bitumen realizations increased by $26.76 per barrel generally in line with WCS, and synthetic crude oil realizations increased by $43.85 per barrel.
+Added: Volumes – Lower volumes were primarily the result of downtime at Kearl in the first half of the year, partly offset by higher production at Syncrude and Cold Lake.
+Added: Royalty – Higher royalties primarily driven by improved commodity prices.
+Added: Identified items 1 – Current year results include favourable identified items 1 related to the company's gain on the sale of interests in XTO Energy Canada.
+Added: Other – Higher operating expenses of about $500 million, primarily from higher energy prices, partially offset by favourable foreign exchange impacts of about $270 million, and higher electricity sales at Cold Lake of about $60 million due to increased prices.
2021 Net income (loss) factor analysis
millions of Canadian dollars
−Removed: Identified items are a non-GAAP
−Removed: financial measure – see “Frequently used terms” section (page 44)
−Removed: Price – Lower realizations decreased net income by about $2,620 million.
−Removed: Volumes – Lower volumes decreased net income by about $130 million.
−Removed: Royalty – Lower royalties increased net income by about $540 million.
−Removed: Identified items 1
−Removed: impairment charge of $1,171 million, related to the company’s decision to no longer develop a significant portion of its unconventional portfolio.
−Removed: Absence of a favourable impact of $689 million associated with the Alberta corporate income tax rate decrease in 2019.
−Removed: Other – All other items increased net income by $404 million, primarily driven by lower operating expenses of about $250 million, favourable foreign exchange impacts of about $100 million, and about $70 million associated with the Canada Emergency Wage Subsidy received by the company which includes Imperial’s proportionate share of a joint venture.
−Removed: financial measure – see “Frequently used terms” section on page 44 for definition and reconciliation
+Added: Price – Higher realizations were primarily driven by average bitumen realizations increasing by $32.22 per barrel generally in line with WCS, and synthetic crude oil realizations increasing by $31.85 per barrel generally in line with WTI.
+Added: Volumes – Higher volumes primarily driven by the absence of production balancing with market demands that occurred in 2020 increased net income by about $550 million.
+Added: Royalty – Higher royalties primarily driven by higher commodity prices.
+Added: Identified items 1 – Prior year results included unfavourable identified items 1 of $1,171 million related to the company's decision to no longer develop a significant portion of its unconventional portfolio.
+Added: Other – Higher operating expenses of about $720 million, unfavourable foreign exchange impacts of about $230 million and lower Canada Emergency Wage Subsidy received by the company compared to prior year of about $60 million, which includes Imperial's proportionate share of a joint venture.
+Added: 1 non-GAAP financial measure - see "Frequently used terms" section on page 43 for definition and reconciliation.
Marker prices and average realizations
1 unchanged sentence
West Texas Intermediate (US$) (per barrel)
+Added: 94.36 68.05 39.26
Western Canada Select (US$) (per barrel)
+Added: 76.28 54.96 26.87
WTI/WCS Spread (US$) (per barrel)
+Added: 18.08 13.09 12.39
Bitumen (per barrel)
−Removed: Synthetic oil (per barrel)
+Added: 84.67 57.91 25.69
+Added: Synthetic crude oil (per barrel)
+Added: 125.46 81.61 49.76
Conventional crude oil (per barrel)
+Added: 97.45 59.84 29.34
Natural gas liquids (per barrel)
+Added: 64.92 35.87 13.85
Natural gas (per thousand cubic feet)
+Added: 5.69 3.83 1.90
Average foreign exchange rate (US$)
−Removed: Imperial’s average Canadian dollar realizations for bitumen increased in 2021, generally in line with Western Canada Select.
−Removed: The company’s average Canadian dollar realizations for synthetic crude increase generally in line with West Texas Intermediate, adjusted for changes in exchange rates and transportation costs.
−Removed: Imperial’s average Canadian dollar realizations for bitumen decreased in 2020 primarily due to a decrease in WCS.
−Removed: 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.
−Removed: Crude oil and natural gas liquids (NGL) - production and sales
+Added: 0.77 0.80 0.75
+Added: Crude oil and natural gas liquids (NGL) - production and sales (a)
thousands of barrels per day 2022
−Removed: Synthetic oil (b)
+Added: gross net gross net gross net
+Added: Bitumen 316 263 326 292 290 279
+Added: Synthetic crude oil (b)
+Added: 77 63 71 62 69 68
Conventional crude oil 8 8 10 9 11 10
4 unchanged sentences
NGL sales (d)
−Removed: Natural gas - production and production available for sale
+Added: Natural gas - production and production available for sale (a)
millions of cubic feet per day 2022
+Added: gross net gross net gross net
Production (e) (f)
+Added: 85 83 120 115 154 150
Production available for sale (g)
−Removed: Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.
+Added: (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.
−Removed: The company’s synthetic oil production volumes were from the company’s share of production volumes in the Syncrude joint venture.
−Removed: Diluent is natural gas condensate or other light hydrocarbons added to crude bitumen to facilitate transportation to market by pipeline and rail.
−Removed: 2021 NGL sales round to 0.
−Removed: Gross production of natural gas includes amounts used for internal consumption with the exception of the amounts re-injected.
−Removed: Net production is gross production less the mineral owners’ or governments’ share or both.
+Added: (b) The company’s synthetic crude oil production volumes were from the company’s share of production volumes in the Syncrude joint venture and include immaterial amounts of bitumen and other products exported to the operator's facilities using an existing interconnect pipeline.
+Added: (c) Diluent is natural gas condensate or other light hydrocarbons added to crude bitumen to facilitate transportation to market by pipeline and rail.
+Added: (d) 2021 NGL sales round to 0.
+Added: (e) Gross production of natural gas includes amounts used for internal consumption with the exception of the amounts re-injected.
+Added: (f) 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.
−Removed: Includes sales of the company’s share of net production and excludes amounts used for internal consumption.
−Removed: Higher production at Kearl was primarily driven by the absence of prior year production balancing with market demands.
−Removed: Kearl achieved the highest annual production in the asset’s history.
−Removed: 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.
+Added: (g) Includes sales of the company’s share of net production and excludes amounts used for internal consumption.
+Added: Lower production at Kearl was primarily a result of downtime in the first half of the year.
+Added: Higher production at Kearl was primarily driven by the absence of prior year production balancing with market
Imperial’s Downstream serves predominantly Canadian markets with refining, trading, logistics and marketing activities.
3 unchanged sentences
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).
−Removed: Crude oil and many products are widely traded at published prices, including those quoted on the New York Mercantile Exchange.
−Removed: 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.
+Added: Crude oil and many products are widely traded with published prices, including those quoted on the New York Mercantile Exchange.
+Added: 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 considerations.
+Added: While industry refining margins significantly impact earnings, strong operations performance, product mix optimization, and disciplined cost control are also critical to the company's strong financial performance.
Imperial's integration across the value chain, from refining to marketing, enhances overall value across the fuels business.
−Removed: Through 2021, demand for petroleum products continued to recover, with the Downstream financial results benefiting from stronger margins.
−Removed: The company continues to closely monitor industry and global economic conditions, including recovery from the COVID-19
+Added: Refining margins increased sharply in 2022 in the face of strengthening demand, low inventory levels, and supply uncertainty.
+Added: While refining margins are anticipated to remain volatile in the near term, the company continues to closely monitor industry and global economic conditions.
+Added: The company progressed the Strathcona renewable diesel project in 2022, culminating in a final investment decision in January 2023 to construct the largest such facility in Canada, designed to produce more than one billion litres of renewable diesel annually.
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.
−Removed: Imperial supplies petroleum products to the motoring public through Esso and Mobil-branded sites and independent marketers.
−Removed: At the end of 2021, 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.
+Added: Imperial supplies petroleum products through Esso and Mobil-branded sites and independent marketers.
+Added: At the end of 2022, there were about 2,400 sites operating under a branded wholesaler model, in alignment with Esso and Mobil brand standards, whereby Imperial supplies fuel to independent third parties.
Results of operations
1 unchanged sentence
millions of Canadian dollars
−Removed: Margins – Higher margins increased net income by about $600 million, reflecting improved product demand.
−Removed: Other – All other items decreased net income by $258 million, primarily driven by unfavourable foreign exchange impacts of about $150 million and an unfavourable inventory adjustment of $74 million 2
−Removed: , partially offset by lower operating expenses of about $50 million.
−Removed: In 2021, the company recorded an unfavourable $74 million ($82 million, before tax) inventory adjustment (including the proportionate share of LIFO changes) related to reconciliations of additives and products inventory at equity and third-party terminals.
−Removed: The out-of-period impact of $57 million ($63 million, before tax) occurred over a number of years, and has been resolved.
+Added: Margins – Higher margins primarily reflect improved market conditions.
+Added: Other – Lower turnaround impacts of about $140 million, reflecting the absence of turnaround activities at Strathcona refinery, improved volumes of about $130 million, favourable foreign exchange impacts of about $120 million, and absence of the prior year unfavourable out-of-period inventory adjustment of $74 million, partially offset by higher operating expenses of about $190 million.
2021 Net income (loss) factor analysis
millions of Canadian dollars
−Removed: Margins – Results were negatively impacted by lower margins of about $710 million.
−Removed: Other – All other items increased net income by $302 million, primarily driven 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.
−Removed: These items were partially offset by lower sales volumes of about $290 million.
+Added: Margins – Higher margins reflect improved product demand.
+Added: Other – Unfavourable foreign exchange impacts of about $150 million and an unfavourable inventory adjustment of $74 million 1 , partially offset by lower operating expenses of about $50 million.
Refinery utilization
3 unchanged sentences
Utilization of total refinery capacity (percent)
−Removed: Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.
−Removed: Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units.
−Removed: Rated capacities are based on definite specifications as to types of crude oil and feedstocks that are processed in the refinery atmospheric distillation units, the products to be obtained and the refinery process, adjusted to include an estimated allowance for normal maintenance shutdowns.
+Added: (a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.
+Added: (b) Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units.
+Added: (c) Rated capacities are based on definite specifications as to types of crude oil and feedstocks that are processed in the refinery 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.
−Removed: Improved refinery throughput in 2021 primarily reflects reduced impacts associated with the COVID-19
−Removed: pandemic, partially offset by a planned turnaround at Strathcona.
−Removed: Lower throughput was driven by reduced demand due to the COVID-19
−Removed: pandemic, partially offset by lower refinery turnaround activity and reliability events, including impacts from the Sarnia fractionation tower incident which occurred in April 2019.
+Added: Improved refinery throughput in 2022 was primarily driven by increased demand and reduced turnaround activity.
+Added: Improved refinery throughput in 2021 primarily reflects reduced impacts associated with the COVID-19 pandemic, partially offset by a planned turnaround at Strathcona.
Petroleum product sales
thousands of barrels per day (a) 2022 2021 2020
+Added: Gasolines 229 224 215
Heating, diesel and jet fuels 176 160 146
−Removed: Heavy fuel oils
Lube oils and other products 47 45 40
+Added: Heavy fuel oils 23 27 20
Net petroleum product sales 475 456 421
(a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.
−Removed: Improved petroleum product sales in 2021 primarily reflects reduced impacts associated with the COVID-19
−Removed: Lower petroleum product sales were primarily driven by reduced demand due to the COVID-19
+Added: Improved petroleum product sales in 2022 primarily reflects increased demand.
+Added: Improved petroleum product sales in 2021 primarily reflects reduced impacts associated with the COVID-19 pandemic.
+Added: 1 In 2021, the company recorded an unfavourable $74 million ($82 million, before tax) inventory adjustment (including the proportionate share of LIFO changes) related to reconciliations of additives and products inventory at equity and third-party terminals.
+Added: The out-of-period impact of $57 million ($63 million, before tax) occurred over a number of years, and has been resolved.
North America continued to benefit from abundant supplies of natural gas and gas liquids, providing both low cost energy and feedstock for steam crackers.
−Removed: In 2021, results benefited from robust industry demand and strong reliability.
+Added: In 2022, margins were adversely impacted by increased domestic supply of polyethylene.
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.
3 unchanged sentences
millions of Canadian dollars
−Removed: Margins – Improved margins increased net income by about $250 million, primarily due to stronger industry polyethylene margins.
+Added: Margins – Lower margins primarily reflect weaker industry polyethylene margins.
2021 Net income (loss) factor analysis
millions of Canadian dollars
−Removed: Margins – Lower earnings primarily reflect lower margins.
+Added: Margins – Improved margins were primarily due to stronger industry polyethylene margins.
thousands of tonnes 2022 2021 2020
Polymers and basic chemicals 635 599 574
−Removed: Intermediate and others
+Added: Intermediates 207 232 175
Total petrochemical sales 842 831 749
14 unchanged sentences
The most recent valuation of the company’s registered retirement plans was completed as at December 31, 2019.
+Added: A valuation of the company’s registered retirement plans as at December 31, 2022 is expected to be completed in 2023.
The company contributed $174 million to the registered retirement plans in 2022.
7 unchanged sentences
Cash and cash equivalents at end of year
+Added: 3,749 2,153 771
Cash flow from operating activities
+Added: Cash flow generated from operating activities primarily reflects higher Upstream realizations, improved Downstream margins, and favourable working capital impacts.
Cash flow generated from operating activities primarily reflects higher Upstream realizations and stronger Downstream margins.
−Removed: Cash flow generated from operating activities primarily reflects lower realizations in the Upstream and unfavourable working capital impacts.
−Removed: Cash flow from investing activities
−Removed: Investing activities used net cash of $1,012 million in 2021, up from $802 million used in 2020, primarily reflecting higher additions to property, plant and equipment.
−Removed: 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.
−Removed: Cash flow from financing activities
+Added: Cash flow used in investing activities
+Added: Cash flow used in investing activities primarily reflects higher additions to property, plant and equipment, which were partially offset by proceeds from the sale of interests in XTO Energy Canada.
+Added: Cash flow used in investing activities primarily reflects higher additions to property, plant and equipment.
+Added: Cash flow used in financing activities
At the end of 2022, total debt outstanding was $4,155 million, compared with $5,176 million at the end of 2021.
+Added: During the third quarter of 2022, the company decreased its long-term debt by $1 billion by partially repaying an existing facility with an affiliated company of ExxonMobil.
+Added: During the second quarter of 2022, the company reduced its existing $500 million committed long-term line of credit to $250 million and extended the maturity date to June 30, 2023.
+Added: Subsequently in the fourth quarter of 2022, this committed long-term line of credit was cancelled in full.
+Added: The company also extended one of its $250 million committed long-term lines of credit to June 30, 2024.
+Added: In November 2022, the company extended the maturity date of an existing $250 million committed short-term line of credit to November 2023.
+Added: The company has not drawn on any of its outstanding $500 million of available credit facilities.
+Added: At the end of 2021, total debt outstanding was $5,176 million, compared with $5,184 million at the end of 2020.
During the second quarter of 2021, the company extended the maturity date of two of its short-term lines of credit, totalling $750 million, to May 2023, these facilities are now long-term.
2 unchanged sentences
The company has not drawn on these facilities.
−Removed: At the end of 2020, total debt outstanding was $5,184 million, compared with $5,190 million at the end of 2019.
−Removed: 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.
−Removed: These facilities were in addition to existing credit facilities of $500 million.
−Removed: The company has not drawn on these facilities.
−Removed: 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.
−Removed: The company has not drawn on the facility.
−Removed: The maturity date of the other existing $250 million credit facility remains unchanged at November 2021.
−Removed: The company has not drawn on the facility.
Share repurchases
2 unchanged sentences
Number of shares purchased (millions) (a)
−Removed: (a) Share repurchases were made under the company’s normal course issuer bid program, and include shares purchased from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid.
+Added: 93.9 56.0 9.8
+Added: (a) Share repurchases were made under the company’s normal course issuer bid program, and substantial issuer bids that commenced on May 6, 2022 and November 4, 2022, and expired on June 10, 2022 and December 9, 2022, respectively.
+Added: Includes shares purchased from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid, and by way of a proportionate tender under the company’s substantial issuer bids.
+Added: On June 27, 2022, the company announced that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid.
+Added: The program enabled the company to purchase up to a maximum of 31,833,809 common shares during the period June 29, 2022 to June 28, 2023.
+Added: The program completed on October 21, 2022 as a result of the company purchasing the maximum allowable number of shares under the program.
+Added: On May 6, 2022, the company commenced a substantial issuer bid pursuant to which it offered to purchase for cancellation up to $2.5 billion of its common shares through a modified Dutch auction and proportionate tender offer.
+Added: The substantial issuer bid was completed on June 15, 2022, with the company taking up and paying for 32,467,532 common shares at a price of $77.00 per share, for an aggregate purchase of $2.5 billion and 4.9 percent of Imperial’s issued and outstanding shares at the close of business on May 2, 2022.
+Added: This included 22,597,379 shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.
+Added: On November 4, 2022, the company commenced a substantial issuer bid pursuant to which it offered to purchase for cancellation up to $1.5 billion of its common shares through a modified Dutch auction and proportionate tender offer.
+Added: The substantial issuer bid was completed on December 14, 2022, with the company taking up and paying for 20,689,655 common shares at a price of $72.50 per share, for an aggregate purchase of $1.5 billion and 3.4 percent of Imperial's issued and outstanding shares at the close of business on
+Added: October 31, 2022.
+Added: This included 14,399,985 shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.
On April 30, 2021, the company announced an amendment to its normal course issuer bid to increase the number of common shares that were available to be purchased.
1 unchanged sentence
In 2021, the company purchased 29,356,095 shares under this amended program.
−Removed: On June 23, 2021 the company announced that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid and will continue its existing share purchase program.
−Removed: The program enables the company to purchase up to a maximum of 35,583,671 common shares during the period June 29, 2021 to June 28, 2022.
+Added: On June 23, 2021, the company announced that it received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its existing share purchase program.
+Added: The program enabled the company to purchase up to a maximum of 35,583,671 common shares during the period June 29, 2021 to June 28, 2022.
In accordance with the company’s announcement in November 2021 that it intended to accelerate purchases under the normal course issuer bid, the program was subsequently completed on January 31, 2022 as a result of the company purchasing the maximum allowable number of shares under the program.
−Removed: In response to market conditions, substantial purchases under the share purchase program were suspended on April 1, 2020.
millions of Canadian dollars, unless noted 2022 2021 2020
1 unchanged sentence
Per share dividend paid (dollars)
+Added: 1.29 0.98 0.88
Financial strength
−Removed: The table below shows Imperial’s consolidated debt-to-capital
+Added: The table below shows Imperial’s consolidated debt-to-capital ratio.
The data demonstrates the company’s creditworthiness:
1 unchanged sentence
Debt to capital (a)
−Removed: Debt, defined as the sum of “Notes and loans payable” and “Long-term debt” (page 77), divided by capital, defined as the sum of debt and “Total shareholders’ equity” (page 77).
−Removed: Debt-related interest incurred in 2021, before capitalization of interest, was $63 million, compared with $102 million in 2020.
−Removed: The average effective interest rate on the company’s debt was 1.2 percent in 2021, compared with 2.0 percent in 2020.
+Added: (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 debt and “Total shareholders’ equity” (page 76 ).
+Added: Debt-related interest incurred in 2022, before capitalization of interest, was $111 million, up from $63 million in 2021.
+Added: The weighted-average interest rate on the company’s debt was 2.2 percent in 2022, up from 1.2 percent in 2021.
The company’s financial strength represents a competitive advantage of strategic importance providing it the opportunity to readily access capital markets across a range of market conditions and enables the company to take on large, long-term capital commitments in the pursuit of maximizing shareholder value.
3 unchanged sentences
Further information on this topic can be found in notes 4, 5, 13 and 14 to the consolidated financial statements.
−Removed: Other long-term purchase agreements are commitments that are non-cancelable,
−Removed: or cancelable only under certain conditions, as well as long-term commitments, other than unconditional purchase obligations.
+Added: Other long-term purchase agreements are commitments that are non-cancelable, or cancelable only under certain conditions, as well as long-term commitments, other than unconditional purchase obligations.
They include primarily transportation services agreements, raw material supply and community benefits agreements.
−Removed: The total obligation at year-end
−Removed: 2021 was $8.7 billion, of which $697 million is due in 2022, and $746 million is due in 2023.
−Removed: At March 31, 2021, due to the termination of transportation services agreements related to a third-party pipeline project, other long-term purchase agreements decreased by approximately $2.9 billion.
−Removed: The majority of these commitments related to years 2026 and beyond.
+Added: The total obligation at year-end 2022 was $8.8 billion, of which $783 million is due in 2023, and $670 million is due in 2024.
Litigation and other contingencies
6 unchanged sentences
Capital and exploration expenditures represent the combined total of additions at cost to property, plant and equipment, additions to finance leases, additional investments and acquisitions;
−Removed: exploration expenses on a before-tax
−Removed: basis from the Consolidated statement of income;
+Added: exploration expenses on a before-tax basis from the Consolidated statement of income;
and the company’s share of similar costs for equity companies.
2 unchanged sentences
millions of Canadian dollars 2022 2021
+Added: Downstream 295 476
+Added: Chemical 10 8
Corporate and other 57 24
−Removed: Exploration expenses included.
−Removed: For the Upstream segment, capital and exploration expenditures were primarily related to sustaining activity in support of the company’s in-situ
−Removed: and oil sands assets.
−Removed: For the Downstream segment, capital expenditures were primarily for enhancing the company’s distribution network as well as refinery projects to improve reliability, feedstock flexibility, energy efficiency and environmental performance.
+Added: Total 1,490 1,140
+Added: (a) Exploration expenses included.
+Added: For the Upstream segment, capital and exploration expenditures were primarily related to sustaining activity in support of the company’s in-situ and oil sands assets.
+Added: For the Downstream segment, capital expenditures were primarily for enhancing the company’s distribution network as well as refinery projects to improve environmental performance, reliability, feedstock flexibility, and energy efficiency.
Total capital and exploration expenditures are expected to be approximately $1.7 billion in 2023.
6 unchanged sentences
Imperial’s integrated business model reduces the company’s risk from changes in commodity prices.
−Removed: 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.
−Removed: 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.
−Removed: At this time, Imperial is a net consumer of natural gas, used in Imperial’s Upstream operation and refineries.
−Removed: A decrease in the value of natural gas reduces Imperial’s operating expenses, thereby increasing Imperial’s earnings.
+Added: For instance, when differentials between North American crude benchmarks and western Canadian prices widen, 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.
In the competitive downstream and chemical environments, earnings are primarily determined by margin capture rather than absolute price levels on products sold.
1 unchanged sentence
These prices, in turn, depend on global and regional supply / demand balances, inventory levels, refinery operations, import / export balances and weather.
−Removed: Industry crude oil and natural gas commodity prices and petroleum and chemical product prices are commonly benchmarked in U.S.
+Added: Industry crude oil commodity prices and petroleum and chemical product prices are commonly benchmarked in U.S.
The majority of Imperial’s sales and purchases are related to these industry U.S.
7 unchanged sentences
The company’s potential exposure to commodity price and margin, and Canadian / U.S.
−Removed: 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
+Added: 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.
−Removed: Earnings sensitivities
+Added: Earnings sensitivities (a)
millions of Canadian dollars, after-tax
One dollar (U.S.) per barrel increase (decrease) in crude oil prices + (-) 105
−Removed: One dollar (U.S.) per barrel increase (decrease) in light and heavy crude price differentials (b)
−Removed: Ten cents per thousand cubic feet decrease (increase) in natural gas prices
−Removed: One dollar (U.S.) per barrel increase (decrease) in refining 2-1-1
−Removed: One cent (U.S.) per pound increase (decrease) in sales margins for polyethylene
+Added: One dollar (U.S.) per barrel increase (decrease) in refining 2-1-1 margins (b)
One cent decrease (increase) in the value of the Canadian dollar versus the U.S.
−Removed: Each sensitivity calculation shows the annual impact on net income resulting from a change in one factor, after tax and royalties, and holding all other factors constant.
+Added: dollar + (-) 170
+Added: (a) Each sensitivity calculation shows the annual impact on net income resulting from a change in one factor, after tax and royalties, and holding all other factors constant.
These sensitivities have been updated to reflect current market conditions.
They may not apply proportionately to larger fluctuations.
−Removed: Light and heavy crude differentials represent the difference between WTI benchmark prices and western Canadian prices for light and heavy crudes.
−Removed: 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.
−Removed: The demand for crude oil, natural gas, petroleum products and petrochemical products are generally linked closely with economic growth.
−Removed: The occurrence of recessions or other periods of low or negative economic growth, such as impacts due to the COVID-19
−Removed: pandemic, will typically have a direct adverse impact on the company’s financial results.
−Removed: 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.
−Removed: Accordingly, the company evaluates the viability of its major investments over a range of prices.
+Added: (b) 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.
+Added: The demand for crude oil, petroleum products and petrochemical products are generally linked closely with economic growth.
+Added: The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on the company’s financial results.
+Added: Although price levels of crude oil 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.
+Added: The company evaluates investments over a range of prices, including estimated greenhouse gas emission costs.
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.
6 unchanged sentences
Refer to note 2 for additional information on intersegment revenue.
−Removed: The company has an active asset management program in which underperforming assets are either improved to acceptable levels or considered for divestment.
+Added: The company has an active asset management program in which nonstrategic assets are 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
−Removed: 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.
+Added: The company’s size, strong capital structure and the complementary nature of its business segments reduces 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 to generate returns from trading.
8 unchanged sentences
manufacture, trade, transport and sale of crude oil, natural gas, petroleum products, petrochemicals and a variety of specialty products;
−Removed: and pursuit of lower-emission business opportunities, including carbon capture and storage, and biofuels.
+Added: and pursuit of lower-emission business opportunities, including carbon capture and storage, hydrogen and lower-emission fuels.
Imperial does not use financing structures for the purpose of altering accounting outcomes or removing debt from the balance sheet.
12 unchanged sentences
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.
−Removed: Proved reserves are determined using the average of first-day-of-the-month
−Removed: oil and natural gas prices during the reporting year.
+Added: 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.
−Removed: Proved developed reserves include amounts which are expected to be recovered through existing wells and facilities with existing equipment and operating methods.
−Removed: 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.
−Removed: 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.
+Added: Proved developed reserves include amounts which are expected to be recovered through existing wells, facilities, or mining activities with existing equipment and operating methods.
+Added: Proved undeveloped reserves include amounts expected to be recovered from new wells, existing wells, facilities, or mining activities, where a relatively major capital expenditure is required.
+Added: Proved undeveloped reserves are recognized when a development plan has been adopted indicating that the reserves are scheduled to be developed within five years, unless specific circumstances support a longer period of time.
The company is reasonably certain that proved reserves will be produced.
2 unchanged sentences
Probable reserves are reserves that, together with proved reserves, are as likely as not to be recovered.
−Removed: Revisions in previously estimated volumes of proved reserves for existing fields can occur due to the evaluation or re-evaluation
−Removed: of already available geologic, reservoir or production data;
+Added: Revisions in previously estimated volumes of proved reserves for existing fields can occur due to the evaluation or re-evaluation of already available geologic, reservoir or production data;
new geologic, reservoir or production data;
−Removed: or changes in the average of first-day-of-the-month
−Removed: oil and natural gas prices and / or costs that are used in the estimation of reserves.
−Removed: Revisions can also result from significant changes in either development strategy or production equipment / facility capacity.
−Removed: 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.
−Removed: Downward revisions to proved synthetic oil reserves were a result of higher royalty obligations at Syncrude driven by pricing.
−Removed: 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.
+Added: 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.
+Added: Revisions can also result from significant changes in either development strategy or production equipment and facility capacity.
In 2020, downward revisions of proved bitumen reserves were a result of low prices.
−Removed: 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.
−Removed: Securities and Exchange Commission definition of proved reserves.
−Removed: 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.
+Added: 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 SEC definition of proved reserves.
+Added: Downward revisions to proved synthetic crude 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.
In 2021, upward revisions of proved bitumen reserves were a result of improved prices.
−Removed: The 1.7 billion barrels of bitumen at Kearl and 0.5 billion barrels of bitumen at Cold Lake qualified as proved reserves under the U.S.
−Removed: Securities and Exchange Commission definition of proved reserves.
−Removed: Upward revisions to proved synthetic oil reserves were a result of improved prices.
+Added: The 1.7 billion barrels of bitumen at Kearl and 0.5 billion barrels of bitumen at Cold Lake qualified as proved reserves under the SEC definition of proved reserves.
+Added: Upward revisions to proved synthetic crude oil reserves were a result of improved prices.
Changes to the liquids and natural gas proved reserves were the result of updated development plans and divestments at the Montney and Duvernay unconventional assets.
+Added: In 2022, downward revisions of proved bitumen reserves were driven by a decrease of 0.2 billion barrels at Kearl as a result of higher royalty obligations associated with pricing, and a decrease of 0.2 billion barrels at Cold Lake due to an updated development plan.
+Added: An increase to the bitumen reserves of 0.1 billion barrels is associated with extensions at Cold Lake for the Grand Rapids Phase 1 SA-SAGD and Leming SAGD projects.
+Added: Downward revisions to proved synthetic crude oil reserves were a result of mine development plan updates and higher royalty obligations at Syncrude associated with pricing.
+Added: Changes to the liquids and natural gas proved reserves were primarily a result of the sale of the company’s interest in the Montney and Duvernay unconventional assets.
Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also increase proved reserves attributable to Imperial.
−Removed: The company’s operating decisions and its outlook for future production volumes are not impacted by proved reserves as disclosed under the U.S.
−Removed: Securities and Exchange Commission (SEC) definition.
−Removed: Unit-of-production
−Removed: Oil and natural gas reserve volumes are used as the basis to calculate unit-of-production
−Removed: depreciation rates for most upstream assets.
+Added: The company’s operating decisions and its outlook for future production volumes are not impacted by proved reserves as disclosed under the SEC definition.
+Added: Unit-of-production depreciation
+Added: 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 actual production.
The volumes produced and asset cost are known, while proved reserves are based on estimates that are subject to some variability.
−Removed: In the event that the unit-of-production
−Removed: method does not result in an equitable allocation of cost over the economic life of an upstream asset, an alternative method is used.
+Added: 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.
−Removed: To the extent that proved reserves for a property are substantially de-booked
−Removed: 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
−Removed: 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.
+Added: 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 2021, with the corresponding effect on depreciation expense being immaterial compared to prior periods.
−Removed: For 2022, all properties have sufficient reserves at current SEC prices which will enable equitable allocation of cost over the economic lives of the Upstream assets.
+Added: For 2022 and 2023, all properties have sufficient reserves at current SEC prices which will enable 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
1 unchanged sentence
The company has a robust process to monitor for indicators of potential impairment across its asset groups throughout the year.
−Removed: This process is aligned with the requirements of ASC 360
−Removed: and relies, in part, on the company’s planning and budgeting cycle.
+Added: This process is aligned with the requirements of ASC 360 and ASC 932 and relies, in part, on the company’s planning and budgeting cycle.
Because the lifespans of the vast majority of the company’s major assets are measured in decades, the future cash flows of these assets are predominantly based on long-term oil and natural gas commodity prices, industry margins, and development and production costs.
Significant reductions in the company’s view of oil or natural gas commodity prices or margin ranges, especially the longer-term prices and margins, and changes in the development plans, including decisions to defer, reduce or eliminate planned capital spending, can be an indicator of potential impairment.
−Removed: Other events or changes in circumstances, including indicators outlined in ASC 360
−Removed: can be indicators of potential impairment as well.
+Added: Other events or changes in circumstances, including indicators outlined in ASC 360 can be indicators of potential impairment as well.
In general, Imperial does not view temporarily low prices or margins as an indication of impairment.
5 unchanged sentences
The demand side is largely a function of general economic activities, alternative energy sources and levels of prosperity.
−Removed: During the lifespan of its major assets, the company expects that oil and gas prices and industry margins will experience significant volatility, and consequently, these assets will experience periods of higher earnings and periods of lower earnings, or even losses.
+Added: During the lifespan of its major assets, the company expects that oil and gas prices and industry margins will experience significant volatility.
+Added: 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 and margins.
−Removed: Energy Outlook and cash flow assessment
+Added: Outlook for Energy and cash flow assessment
The annual planning and budgeting process, known as the company plan, is the mechanism by which resources (capital, operating expenses and people) are allocated across the company.
−Removed: The foundation for the energy supply and demand assumptions supporting the company plan begins with Exxon Mobil Corporation’s Outlook for Energy
−Removed: (the Outlook), which contains demand and supply projections based on its assessment of current trends in technology, government policies, consumer preferences, geopolitics, and economic development.
−Removed: Reflective of the existing global policy environment, the Outlook does not project the degree of required future policy and technology advancement and deployment for the world or the company, to meet net-zero by 2050.
+Added: The foundation for the energy supply and demand assumptions supporting the company plan begins with the Outlook, which contains demand and supply projections based on its assessment of current trends in technology, government policies, consumer preferences, geopolitics, economic development, and other factors.
+Added: Reflective of the existing global policy environment, the Outlook does not attempt to project the degree of required future policy and technology advancement and deployment for the world or the company, to meet net zero by 2050.
As future policies and technology advancements emerge, they will be incorporated into the Outlook, and consequently, the company’s business plans will be updated accordingly.
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.
+Added: 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 assumptions developed in the company plan, which is reviewed and approved by the board of directors, and are consistent with the criteria management uses to evaluate investment opportunities.
3 unchanged sentences
The greenhouse gas emission prices reflect existing or anticipated policy actions of applicable provincial and federal governments.
−Removed: While third-party scenarios, such as the International Energy Agency Net Zero Emissions by 2050
−Removed: , may be used to test the resiliency of company’s businesses or strategies, they are not used as a basis for developing future cash flows for impairment assessments.
+Added: While third-party scenarios, such as the International Energy Agency Net Zero Emissions by 2050 , may be used to test the resiliency of company’s businesses or strategies, they are not used as a basis for developing future cash flows for impairment assessments.
Fair value of impaired assets
An asset group is impaired if its estimated future undiscounted cash flows are less than the asset group’s carrying value.
−Removed: Impairments are measured by the amount by which the carrying value exceeds fair value.
+Added: Impairments are measured by the excess of the carrying value over fair value.
The assessment of fair value is based on the views of a likely market participant.
The principal parameters used to establish fair value 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.
−Removed: Inputs and assumptions used in discounted cash flow models include estimates of future production volumes, throughput and product sales volumes, commodity prices which are consistent with the average of third-party industry experts and government agencies, drilling and development costs, operating costs, and discount rates which are reflective of the characteristics of the asset group.
+Added: Inputs and assumptions used in discounted cash flow models include estimates of future production volumes, throughput and product sales volumes, commodity prices which are consistent with the average of third-party industry experts and government agencies, refining and chemical margins, drilling and development costs, operating costs, and discount rates which are reflective of the characteristics of the asset group.
Other impairment estimates
5 unchanged sentences
Judgment is required to determine if assets are held for sale, and to determine the fair value less cost to sell.
−Removed: Investments in equity companies are assessed for possible impairment when events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.
+Added: Investments accounted for by the equity method are assessed for possible impairment when events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.
Examples of key indicators include a history of operating losses, negative earnings and cash flow outlook, significant downward revisions to oil and gas reserves, and the financial condition and prospects for the investee’s business segment or geographic region.
1 unchanged sentence
In the absence of market prices for the investment, discounted cash flows are used to assess fair value, which requires significant judgment.
−Removed: 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.
−Removed: 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.
Recent impairments
−Removed: In 2020, the company announced its decision to not further develop a significant portion of its unconventional portfolio in Alberta, resulting in a non-cash,
−Removed: impairment charge of $1,171 million in the company’s 2020 Upstream results.
−Removed: Factors which could put further assets at risk of impairment in the future include reductions in the company’s price or margin outlooks, changes in the allocation of capital or development plans, reduced long-term demand for the company’s products and operating cost increases which exceed the pace of efficiencies or the pace of oil and natural gas price increases.
+Added: In 2020, the company announced its decision to not further develop a significant portion of its unconventional portfolio in Alberta, resulting in a non-cash, after-tax impairment charge of $1,171 million in the company’s 2020 Upstream results.
+Added: Factors which could put further assets at risk of impairment in the future include reductions in the company’s price or margin outlooks, changes in the allocation of capital or development plans, reduced long-term demand for the company’s products and operating cost increases which exceed the pace of efficiencies or the pace of oil and natural gas price increases or margins.
However, due to the inherent difficulty in predicting future commodity prices or margins, 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.
5 unchanged sentences
These assumptions are adjusted only as appropriate to reflect long-term changes in market rates and outlook.
−Removed: The long-term expected rate of return on plan assets of 4.5 percent used in 2021, compares to actual returns of 8.5 percent and 7.3 percent achieved over the last 10-
−Removed: periods respectively, ending December 31, 2021.
+Added: The long-term expected rate of return on plan assets of 4.3 percent used in 2022 compares to actual returns of 5.6 percent and 6.5 percent achieved over the last 10- and 20-year periods respectively, ending December 31, 2022.
If different assumptions are used, the obligation and expense could increase or decrease as a result.
12 unchanged sentences
and inflation rates.
−Removed: The obligations are initially measured at fair value and discounted to present value.
−Removed: 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.
−Removed: 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.
−Removed: For 2021, the obligations were discounted at 6 percent and the accretion expense was $99 million, before tax, which was significantly less than 1 percent of total expenses in the year.
−Removed: There would be no material impact on the company’s reported financial results if a different discount rate had been used.
On page 93 , note 5 to the consolidated financial statements provides a three-year continuity table detailing the changes in asset retirement obligations.
3 unchanged sentences
Assessing whether the company is making sufficient progress on a project requires careful consideration of the facts and circumstances.
−Removed: The facts and circumstances that support continued capitalization of suspended wells at year-end
−Removed: are disclosed in note 15 to the consolidated financial statements on page 104.
+Added: The facts and circumstances that support continued capitalization of suspended wells at year-end are disclosed in note 15 to the consolidated financial statements on page 104 .
Tax contingencies
The operations of the company are complex, and related tax interpretations, regulations and legislation are continually changing.
−Removed: 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.
4 unchanged sentences
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.
−Removed: Management conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013)
−Removed: issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: 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, 2022.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the company’s internal control over financial reporting as of December 31, 2022, as stated in their report which is included herein.
+Added: /s/ Bradley W.
Chairman, president and chief executive officer
(Principal executive officer)
+Added: /s/ Daniel E.
Senior vice-president,
6 unchanged sentences
We have audited the accompanying consolidated balance sheets of Imperial Oil Limited and its subsidiaries (together, the Company) as of December 31, 2022 and 2021, 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, 2022, including the related notes (collectively referred to as the consolidated financial statements).
−Removed: We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework
−Removed: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: We also have audited the Company’s internal control over financial reporting as of December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
−Removed: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework
−Removed: (2013) issued by the COSO.
+Added: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Basis for Opinions
25 unchanged sentences
Costs incurred to purchase, lease, or otherwise acquire a property (whether unproved or proved) are capitalized when incurred.
−Removed: As disclosed by management, proved oil and natural gas reserve volumes are used as the basis to calculate unit-of-production
−Removed: depreciation rates for most upstream assets.
+Added: 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”).
−Removed: 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.
+Added: 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, as the reserve volumes are based on engineering assumptions and methods, 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.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
3 unchanged sentences
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.
−Removed: These procedures also included, among others, testing the completeness and accuracy of the data related to future development and production costs.
−Removed: 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.
/s/ PricewaterhouseCoopers LLP
7 unchanged sentences
Revenues and other income
+Added: 59,413 37,508 22,284
Investment and other income (note 8, 18)
2 unchanged sentences
Purchases of crude oil and products (b)
+Added: 37,742 23,174 13,293
Production and manufacturing (c) (note 11)
+Added: 7,404 6,316 5,535
Selling and general (c)
1 unchanged sentence
Depreciation and depletion (includes impairments) (note 2, 11)
−Removed: pension and postretirement benefit
+Added: 1,897 1,977 3,293
+Added: Non-service pension and postretirement benefit 17 42 121
Financing (d) (note 12)
1 unchanged sentence
Income (loss) before income taxes 9,484 3,283 ( 2,408 )
+Added: Income taxes (note 3)
+Added: 2,144 804 ( 551 )
Net income (loss) 7,340 2,479 ( 1,857 )
−Removed: Per share information
−Removed: (Canadian dollars)
+Added: Per share information (Canadian dollars)
Net income (loss) per common share - basic (note 10)
+Added: 11.47 3.48 ( 2.53 )
Net income (loss) per common share - diluted (note 10)
−Removed: Amounts from related parties included in revenues, (note 16).
−Removed: Amounts to related parties included in purchases of crude oil and products, (note 16).
−Removed: Amounts to related parties included in production and manufacturing, and selling and general expenses, (note 16).
−Removed: Amounts to related parties included in financing, (note 16).
+Added: 11.44 3.48 ( 2.53 )
+Added: (a) Amounts from related parties included in revenues, (note 16).
+Added: 17,042 8,777 5,107
+Added: (b) Amounts to related parties included in purchases of crude oil and products,
+Added: 3,795 2,737 2,484
+Added: (c) Amounts to related parties included in production and manufacturing,
+Added: and selling and general expenses, (note 16).
+Added: (d) Amounts to related parties included in financing, (note 16).
The information in the notes to consolidated financial statements is an integral part of these statements.
5 unchanged sentences
Postretirement benefits liability adjustment (excluding amortization) 582 679 ( 212 )
−Removed: Amortization of postretirement benefits liability adjustment included in net periodic benefit costs
+Added: Amortization of postretirement benefits liability adjustment included in net benefit costs
Total other comprehensive income (loss) 665 812 ( 78 )
5 unchanged sentences
Current assets
+Added: Cash and cash equivalents 3,749 2,153
Accounts receivable - net (a)
4 unchanged sentences
Property, plant and equipment,
−Removed: less accumulated depreciation and depletion
−Removed: Goodwill (note 11)
+Added: less accumulated depreciation and depletion (note 2, 18)
+Added: 30,506 31,240
Other assets, including intangibles - net 1,223 806
+Added: Total assets 43,524 40,782
Current liabilities
−Removed: Notes and loans payable (c) (note 12)
+Added: Notes and loans payable (note 12)
Accounts payable and accrued liabilities (a) (note 11)
1 unchanged sentence
Total current liabilities 8,898 5,554
−Removed: Long-term debt (d) (note 14)
+Added: Long-term debt (c) (note 14)
Other long-term obligations (note 5)
3 unchanged sentences
Shareholders’ equity
−Removed: Common shares at stated value (e) (note 10)
+Added: Common shares at stated value (d) (note 10)
Earnings reinvested 21,846 21,660
Accumulated other comprehensive income (loss) (note 17)
+Added: ( 512 ) ( 1,177 )
Total shareholders’ equity 22,413 21,735
Total liabilities and shareholders’ equity 43,524 40,782
−Removed: Accounts receivable - net included net amounts receivable from related parties of $ 1,031 million (2020 – $ 384 million), (note 16).
−Removed: Investments and long-term receivables included amounts from related parties of $ 298 million (2020 – $ 313 million), (note 16).
−Removed: Notes and loans payable included amounts to related parties of $ 0 million (2020 – $ 111 million), (note 16).
−Removed: Long-term debt included amounts to related parties of $ 4,447 million (2020 – $ 4,447 million), (note 16).
−Removed: Number of common shares authorized and outstanding were 1,100 million and 678 million, respectively (2020 – 1,100 million and 734 million, respectively), (note 10).
+Added: (a) Accounts receivable - net included net amounts receivable from related parties of $ 1,108 million (2021 – $ 1,031 million), (note 16).
+Added: (b) Investments and long-term receivables included amounts from related parties of $ 288 million (2021 – $ 298 million), (note 16).
+Added: (c) Long-term debt included amounts to related parties of $ 3,447 million (2021 – $ 4,447 million), (note 16).
+Added: (d) Number of common shares authorized and outstanding were 1,100 million and 584 million, respectively (2021 – 1,100 million and 678 million, respectively), (note 10).
The information in the notes to consolidated financial statements is an integral part of these statements.
Approved by the directors.
−Removed: Chairman, president and
−Removed: Senior vice-president,
−Removed: chief executive officer
−Removed: finance and administration, and controller
+Added: /s/ Bradley W.
+Added: Corson /s/ Daniel E.
+Added: Corson Daniel E.
+Added: Chairman, president and Senior vice-president
+Added: chief executive officer finance and administration, and controller
Consolidated statement of shareholders’ equity (U.S.
1 unchanged sentence
At December 31 2022 2021 2020
−Removed: Common shares at stated value
+Added: Common shares at stated value (note 10)
At beginning of year 1,252 1,357 1,375
8 unchanged sentences
At end of year 21,846 21,660 22,050
−Removed: Accumulated other comprehensive income (loss)
+Added: Accumulated other comprehensive income (loss) (note 17)
At beginning of year ( 1,177 ) ( 1,989 ) ( 1,911 )
5 unchanged sentences
millions of Canadian dollars
−Removed: Inflow (outflow)
For the years ended December 31 2022 2021 2020
1 unchanged sentence
Net income (loss) 7,340 2,479 ( 1,857 )
−Removed: Adjustments for non-cash
+Added: Adjustments for non-cash items:
Depreciation and depletion (includes impairments) (note 2)
+Added: 1,897 1,977 3,273
Impairment of intangible assets (note 11)
(Gain) loss on asset sales (note 8, 18)
+Added: ( 158 ) ( 49 ) ( 35 )
Deferred income taxes and other ( 77 ) 91 ( 521 )
5 unchanged sentences
All other items - net (b)
+Added: ( 5 ) 615 253
Cash flows from (used in) operating activities 10,482 5,476 798
2 unchanged sentences
Proceeds from asset sales (note 8, 18)
+Added: Additional investments ( 6 ) — —
Loans to equity companies - net 10 15 ( 16 )
2 unchanged sentences
Short-term debt - net (note 12)
−Removed: Reduction in finance lease obligations (note 14)
+Added: Long-term debt - reduction (note 14)
+Added: ( 1,000 ) — —
+Added: Finance lease obligations - reduction (note 14)
+Added: ( 22 ) ( 20 ) ( 20 )
Dividends paid ( 851 ) ( 706 ) ( 649 )
Common shares purchased (note 10)
+Added: ( 6,395 ) ( 2,245 ) ( 274 )
Cash flows from (used in) financing activities ( 8,268 ) ( 3,082 ) ( 943 )
Increase (decrease) in cash 1,596 1,382 ( 947 )
−Removed: Cash at beginning of year
−Removed: Cash at end of year
+Added: Cash and cash equivalents at beginning of year 2,153 771 1,718
+Added: Cash and cash equivalents at end of year (a)
+Added: 3,749 2,153 771
(a) Cash is composed of cash in bank and cash equivalents at cost.
−Removed: Cash equivalents are all highly liquid securities with maturity of three months or less when purchased.
+Added: Cash equivalents are all highly liquid securities with maturity of three months or less.
(b) Included contributions to registered pension plans.
+Added: ( 174 ) ( 164 ) ( 195 )
Income taxes (paid) refunded.
+Added: ( 374 ) 58 ( 42 )
Interest (paid), net of capitalization.
−Removed: 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.
−Removed: 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.
+Added: ( 60 ) ( 43 ) ( 62 )
The information in the notes to consolidated financial statements is an integral part of these statements.
3 unchanged sentences
manufacture, trade, transport and sale of crude oil, natural gas, petroleum products, petrochemicals and a variety of specialty products;
−Removed: and pursuit of lower-emission business opportunities including carbon capture and storage, and biofuels.
+Added: and pursuit of lower-emission business opportunities including carbon capture and storage, hydrogen and lower-emission fuels.
The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (U.S.
9 unchanged sentences
Imperial Oil Resources Limited and Canada Imperial Oil Limited are significant subsidiaries included in the consolidated financial statements and are wholly owned by Imperial Oil Limited.
−Removed: The consolidated financial statements also include the company’s share of the undivided interest in certain upstream assets, liabilities, revenues and expenses, including i
−Removed: ts 70.96 percent interest in the Kearl joint venture and its 25 percent interest in the Syncrude joint venture.
+Added: 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.
Imperial generally sells crude oil, natural gas and petroleum and chemical products under short-term agreements at prevailing market prices.
12 unchanged sentences
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.
−Removed: “Revenues” and “Accounts receivable - net” primarily arise from contracts with customers.
−Removed: Long-term receivables are primarily from non-customers.
+Added: “Revenues” and “Accounts receivable - net” include revenue and receivables both within the scope of ASC 606 Revenue from Contracts with Customers , and those outside the scope of ASC 606 .
+Added: Long-term receivables are primarily from receivables outside the scope of ASC 606 .
Contract assets are mainly from marketing assistance programs and are not significant.
−Removed: Contract liabilities are mainly customer prepayments, loyalty programs and accruals of expected volume discounts, and are not significant.
+Added: Contract liabilities are mainly customer prepayments and accruals of expected volume discounts, and are not significant.
Consumer taxes
14 unchanged sentences
Inventories are recorded at the lower of current market value or cost.
−Removed: The cost of crude oil and products is determined primarily using the last-in,
−Removed: (LIFO) method.
−Removed: LIFO was selected over the alternative first-in,
−Removed: and average cost methods because it provides a better matching of current costs with the revenues generated in the period.
+Added: The cost of crude oil and products is determined primarily using the last-in, first-out (LIFO) method.
+Added: 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.
3 unchanged sentences
They are recorded at the original cost of the investment plus Imperial’s share of earnings since the investment was made, less dividends received.
−Removed: Imperial’s share of the after-tax
−Removed: earnings of these investments is included in “Investment and other income” in the Consolidated statement of income.
+Added: 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.
−Removed: 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.
+Added: 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 investments of the same issuer.
Dividends from these investments are included in “Investment and other income”.
−Removed: These investments represent interests in non-publicly
−Removed: traded pipeline companies and a rail loading joint venture that facilitate the sale and purchase of liquids in the conduct of company operations.
+Added: 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.
2 unchanged sentences
Imperial uses the “successful efforts” method to account for its exploration and production activities.
−Removed: Under this method, costs are accumulated on a field-by-field
+Added: 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.
3 unchanged sentences
Development costs, including costs of productive wells and development dry holes, are capitalized.
+Added: Interest costs incurred to finance expenditures during the construction phase of projects are capitalized as part of the historical cost of acquiring the constructed assets.
+Added: 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.
+Added: Capitalized interest costs are included in property, plant and equipment and are depreciated over the service life of the related assets.
Maintenance and repair costs, including planned major maintenance, are expensed as incurred.
1 unchanged sentence
Depreciation, depletion and amortization
−Removed: Depreciation, depletion and amortization are primarily determined under either the unit-of-production
−Removed: method or the straight-line method, which is based on estimated asset service life taking obsolescence into consideration.
+Added: 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.
1 unchanged sentence
Assets under construction are not depreciated or depleted.
−Removed: Acquisition costs of proved properties are amortized using a unit-of-production
−Removed: method, computed on the basis of total proved oil and natural gas reserve volumes.
−Removed: Capitalized exploratory drilling and development costs associated with productive depletable extractive properties are amortized using the unit-of-production
−Removed: 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.
−Removed: Under the unit-of-production
−Removed: 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.
−Removed: In the event that the unit-of-production
−Removed: method does not result in an equitable allocation of cost over the economic life of an upstream asset, an alternative method is used.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
2 unchanged sentences
Depreciation of other plant and equipment is calculated using the straight-line method, based on the estimated service life of the asset.
−Removed: To the extent that proved reserves for a property are substantially de-booked
−Removed: 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
−Removed: 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.
+Added: 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 2021, with the corresponding effect on depreciation expense being immaterial compared to prior periods.
−Removed: For 2022, all properties have sufficient reserves at current SEC prices which will enable equitable allocation of cost over the economic lives of the Upstream assets.
−Removed: Investments in refinery and chemical process manufacturing equipment are generally depreciated on a straight-line basis over a 25 -year
+Added: For 2022 and 2023, all properties have sufficient reserves at current SEC prices which will enable equitable allocation of cost over the economic lives of the Upstream assets.
+Added: 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.
10 unchanged sentences
The company has a robust process to monitor for indicators of potential impairment across its asset groups throughout the year.
−Removed: This process is aligned with the requirements of ASC 360
−Removed: and relies, in part, on the company’s planning and budgeting cycle.
+Added: This process is aligned with the requirements of ASC 360 and ASC 932 and relies, in part, on the company’s planning and budgeting cycle.
Asset valuation analysis, profitability reviews and other periodic control processes assist the company in assessing whether events or changes in circumstances indicate the carrying amounts of any of its assets may not be recoverable.
1 unchanged sentence
Significant reductions in the company’s view of oil or natural gas commodity prices or margin ranges, especially the longer-term prices and margins, and changes in the development plans, including decisions to defer, reduce or eliminate planned capital spending, can be an indicator of potential impairment.
−Removed: Other events or changes in circumstances, including indicators outlined in ASC 360
−Removed: can be indicators of potential impairment as well.
+Added: Other events or changes in circumstances, including indicators outlined in ASC 360 can be indicators of potential impairment as well.
In general, Imperial does not view temporarily low prices or margins as an indication of impairment.
5 unchanged sentences
The demand side is largely a function of general economic activities, alternative energy sources and levels of prosperity.
−Removed: During the lifespan of its major assets, the company expects that oil and gas prices and industry margins will experience significant volatility, and consequently, these assets will experience periods of higher earnings and periods of lower earnings, or even losses.
+Added: During the lifespan of its major assets, the company expects that oil and gas prices and industry margins will experience significant volatility.
+Added: 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 and margins.
−Removed: 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 average of first-day-of-month
−Removed: prices in the year.
+Added: 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 average of first-day-of-month prices in the year.
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.
−Removed: Energy Outlook and cash flow assessment
+Added: Outlook for Energy and cash flow assessment
The annual planning and budgeting process, known as the company plan, is the mechanism by which resources (capital, operating expenses and people) are allocated across the company.
−Removed: The foundation for the energy supply and demand assumptions supporting the company plan begins with Exxon Mobil Corporation’s Outlook for Energy
−Removed: (the Outlook), which contains demand and supply projections based on its assessment of current trends in technology, government policies, consumer preferences, geopolitics, and economic development.
+Added: The foundation for the energy supply and demand assumptions supporting the company plan begins with Exxon Mobil Corporation’s Outlook for Energy (the Outlook), which contains demand and supply projections based on its assessment of current trends in technology, government policies, consumer preferences, geopolitics, economic development, and other factors.
Reflective of the existing global policy environment, the Outlook does not project the degree of required future policy and technology advancement and deployment for the world or the company, to meet net zero by 2050.
1 unchanged sentence
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.
+Added: 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 assumptions developed in the company plan, which is reviewed and approved by the board of directors, and are consistent with the criteria management uses to evaluate investment opportunities.
5 unchanged sentences
An asset group is impaired if its estimated future undiscounted cash flows are less than the asset group’s carrying value.
−Removed: Impairments are measured by the amount by which the carrying value exceeds fair value.
+Added: Impairments are measured by the excess of the carrying value over fair value.
The assessment of fair value is based on the views of a likely market participant.
The principal parameters used to establish fair value 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.
−Removed: Inputs and assumptions used in discounted cash flow models include estimates of future production volumes, throughput and product sales volumes, commodity prices which are consistent with the average of third-party industry experts and government agencies, drilling and development costs, operating costs, and discount rates which are reflective of the characteristics of the asset group.
+Added: Inputs and assumptions used in discounted cash flow models include estimates of future production volumes, throughput and product sales volumes, commodity prices which are consistent with the average of third-party industry experts and government agencies, refining and chemical margins, drilling and development costs, operating costs, and discount rates which are reflective of the characteristics of the asset group.
Other impairment estimates
5 unchanged sentences
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.
−Removed: 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.
−Removed: Interest capitalization
−Removed: Interest costs incurred to finance expenditures during the construction phase of projects are capitalized as part of the historical cost of acquiring the constructed assets.
−Removed: 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.
−Removed: Capitalized interest costs are included in property, plant and equipment and are depreciated over the service life of the related assets.
Asset retirement obligations and other environmental liabilities
7 unchanged sentences
These obligations may include the costs of asset disposal and additional soil remediation.
−Removed: 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.
+Added: However, these sites generally 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.
+Added: On page 93 , note 5 to the consolidated financial statements provides a three-year continuity table detailing the changes in asset retirement obligations.
The company accrues environmental liabilities when it is probable that obligations have been incurred and the amount can be reasonably estimated.
16 unchanged sentences
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.
−Removed: Net earnings effects under Corporate and other activities primarily include debt-related financing, corporate governance costs, non-service
−Removed: pension and postretirement benefit costs, share-based incentive compensation expenses and interest income.
−Removed: Segment accounting policies are the same as those described in the summary of significant accounting policies.
+Added: 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.
+Added: Segment accounting policies are the same as those described in note 1 "Summary of significant accounting policies".
Upstream, Downstream and Chemical expenses include amounts allocated from Corporate and other activities.
3 unchanged sentences
Assets and liabilities that are not identifiable by segment are allocated.
+Added: Upstream Downstream Chemical
millions of Canadian dollars 2022 2021 2020 2022 2021 2020 2022 2021 2020
Revenues and other income
−Removed: Intersegment sales (b)
+Added: Revenues (a) (b)
+Added: 494 5,863 6,263 57,466 30,207 15,178 1,453 1,438 843
+Added: Intersegment sales (c)
+Added: 19,135 9,956 2,527 7,476 4,520 1,480 523 319 165
Investment and other income (note 8, 18)
+Added: 135 12 7 43 59 78 — 1 —
+Added: 19,764 15,831 8,797 64,985 34,786 16,736 1,976 1,758 1,008
Exploration (note 15)
−Removed: Purchases of crude oil and products (b) (note 11)
+Added: 5 32 13 — — — — — —
+Added: Purchases of crude oil and products (c) (note 11)
+Added: 7,971 7,492 4,834 55,569 29,505 12,047 1,330 966 579
Production and manufacturing (note 11)
+Added: 5,491 4,661 3,852 1,640 1,445 1,468 273 210 215
Selling and general — — — 653 572 619 85 90 92
Federal excise tax and fuel charge — — — 2,177 1,928 1,736 2 — —
−Removed: Depreciation and depletion (c) (note 11)
−Removed: pension and postretirement benefit
+Added: Depreciation and depletion (d) (note 11)
+Added: 1,673 1,775 3,084 179 158 166 18 18 19
+Added: Non-service pension and postretirement benefit — — — — — — — — —
Financing (note 12)
+Added: 5 15 3 1 — — — — —
Total expenses 15,145 13,975 11,786 60,219 33,608 16,036 1,708 1,284 905
−Removed: Income (loss) before income taxes
−Removed: Income tax expense (benefit)
−Removed: Net income (loss)
−Removed: Cash flows from (used in) operating activities
−Removed: Capital and exploration expenditures
+Added: Income (loss) before income taxes (note 11)
+Added: 4,619 1,856 ( 2,989 ) 4,766 1,178 700 268 474 103
+Added: Income tax expense (benefit) (note 3)
+Added: 974 461 ( 671 ) 1,144 283 147 64 113 25
+Added: Net income (loss) (c) (note 11)
+Added: 3,645 1,395 ( 2,318 ) 3,622 895 553 204 361 78
+Added: Cash flows from (used in) operating activities (c)
+Added: 5,834 4,913 286 4,415 179 470 276 421 114
+Added: Capital and exploration expenditures (e)
+Added: 1,128 632 561 295 476 251 10 8 21
Property, plant and equipment
+Added: Cost 45,784 48,200 47,693 6,926 6,772 6,321 995 984 975
Accumulated depreciation and depletion ( 18,835 ) ( 20,389 ) ( 18,786 ) ( 4,143 ) ( 4,096 ) ( 3,962 ) ( 741 ) ( 721 ) ( 699 )
−Removed: Net property, plant and equipment
−Removed: Corporate and other
+Added: Net property, plant and equipment (f)
+Added: 26,949 27,811 28,907 2,783 2,676 2,359 254 263 276
+Added: Total assets (c)
+Added: 28,830 29,416 31,835 9,277 7,945 4,554 491 474 408
+Added: Corporate and other Eliminations Consolidated
millions of Canadian dollars 2022 2021 2020 2022 2021 2020 2022 2021 2020
Revenues and other income
−Removed: Intersegment sales (b)
+Added: Revenues (a) (b)
+Added: — — — — — — 59,413 37,508 22,284
+Added: Intersegment sales (c)
+Added: — — — ( 27,134 ) ( 14,795 ) ( 4,172 ) — — —
Investment and other income (note 8, 18)
+Added: 79 10 19 — — — 257 82 104
+Added: 79 10 19 ( 27,134 ) ( 14,795 ) ( 4,172 ) 59,670 37,590 22,388
Exploration (note 15)
−Removed: Purchases of crude oil and products (b) (note 11)
+Added: — — — — — — 5 32 13
+Added: Purchases of crude oil and products (c) (note 11)
+Added: — — — ( 27,128 ) ( 14,789 ) ( 4,167 ) 37,742 23,174 13,293
Production and manufacturing (note 11)
+Added: — — — — — — 7,404 6,316 5,535
Selling and general 150 128 35 ( 6 ) ( 6 ) ( 5 ) 882 784 741
Federal excise tax and fuel charge — — — — — — 2,179 1,928 1,736
−Removed: Depreciation and depletion (c) (note 11)
−Removed: pension and postretirement benefit
+Added: Depreciation and depletion (d) (note 11)
+Added: 27 26 24 — — — 1,897 1,977 3,293
+Added: Non-service pension and postretirement benefit 17 42 121 — — — 17 42 121
Financing (note 12)
+Added: 54 39 61 — — — 60 54 64
Total expenses 248 235 241 ( 27,134 ) ( 14,795 ) ( 4,172 ) 50,186 34,307 24,796
−Removed: Income (loss) before income taxes
−Removed: Income tax expense (benefit)
−Removed: Net income (loss)
−Removed: Cash flows from (used in) operating activities
−Removed: Capital and exploration expenditures
+Added: Income (loss) before income taxes (note 11)
+Added: ( 169 ) ( 225 ) ( 222 ) — — — 9,484 3,283 ( 2,408 )
+Added: Income tax expense (benefit) (note 3)
+Added: ( 38 ) ( 53 ) ( 52 ) — — — 2,144 804 ( 551 )
+Added: Net income (loss) (c) (note 11)
+Added: ( 131 ) ( 172 ) ( 170 ) — — — 7,340 2,479 ( 1,857 )
+Added: Cash flows from (used in) operating activities (c)
+Added: ( 59 ) ( 47 ) ( 64 ) 16 10 ( 8 ) 10,482 5,476 798
+Added: Capital and exploration expenditures (e)
+Added: 57 24 41 — — — 1,490 1,140 874
Property, plant and equipment
+Added: Cost 863 806 782 — — — 54,568 56,762 55,771
Accumulated depreciation and depletion ( 343 ) ( 316 ) ( 290 ) — — — ( 24,062 ) ( 25,522 ) ( 23,737 )
−Removed: Net property, plant and equipment
−Removed: Includes export sales to the United States of $ 7,228 million (2020 - $ 4,614 million, 2019 - $ 7,190 million).
−Removed: Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.
−Removed: In 2021, the Downstream segment acquired a portion of Upstream crude inventory for $ 444 million.
+Added: Net property, plant and equipment (f)
+Added: 520 490 492 — — — 30,506 31,240 32,034
+Added: Total assets (c)
+Added: 5,312 3,196 1,632 ( 386 ) ( 249 ) ( 398 ) 43,524 40,782 38,031
+Added: (a) Includes export sales to the United States of $ 12,394 million (2021 - $ 7,228 million, 2020 - $ 4,614 million).
+Added: (b) Revenues include both revenue within the scope of ASC 606 and outside the scope of ASC 606 .
+Added: Trade receivables in "Accounts receivable – net" reported on the Consolidated balance sheet include both receivables within the scope of ASC 606 and outside the scope of ASC 606 .
+Added: Revenue and receivables outside the scope of ASC 606 primarily relate to physically settled commodity contracts accounted for as derivatives.
+Added: Contractual terms, credit quality and type of customer are generally similar between contracts within the scope of ASC 606 and those outside it.
+Added: millions of Canadian dollars 2022 2021 2020
+Added: Revenue from contracts with customers 52,265 34,275 22,199
+Added: Revenue outside the scope of ASC 606
+Added: 7,148 3,233 85
+Added: Total 59,413 37,508 22,284
+Added: (c) In 2021, the Downstream segment acquired a portion of Upstream crude inventory for $ 444 million.
There was no earnings impact and the effects of this transaction have been eliminated for consolidation purposes.
−Removed: In 2020, the Upstream segment included a non-cash
−Removed: impairment charge of $ 1,531 million, before-tax,
−Removed: related to the company’s decision not to further develop a significant portion of its unconventional portfolio.
−Removed: Segment results in 2019 include a largely non-cash
−Removed: favourable impact of $ 662 million associated with the Alberta corporate income tax rate decrease, with the largest impact in the Upstream segment.
−Removed: Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies.
+Added: (d) 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.
+Added: (e) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies.
CAPEX excludes the purchase of carbon emission credits.
−Removed: Includes property, plant and equipment under construction of $ 2,348 million (2020 - $ 1,874 million, 2019 - $ 2,149 million).
−Removed: Effective January 1, 2019, Imperial adopted the Financial Accounting Standards Board’s standard, Leases (Topic 842)
−Removed: , as amended.
−Removed: As at December 31, 2021, Total assets include operating lease right of use assets of $ 245 million (2020 - $ 188 million, 2019 - $ 260 million).
−Removed: An election was made not to restate prior periods.
−Removed: See note 13 for additional details.
−Removed: 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.
+Added: (f) Includes property, plant and equipment under construction of $ 2,676 million (2021 - $ 2,348 million, 2020 - $ 1,874 million).
millions of Canadian dollars 2022 2021 2020
Current income tax expense (benefit) (a)
+Added: 2,228 711 ( 27 )
Deferred income tax expense (benefit) (a)
+Added: ( 84 ) 93 ( 524 )
Total income tax expense (benefit) (a)
+Added: 2,144 804 ( 551 )
Statutory corporate tax rate (percent)
+Added: 24.1 24.0 25.0
Increase (decrease) resulting from:
Enacted tax rate change (a)
+Added: ( 1.5 ) 0.5 ( 2.2 )
Effective income tax rate (percent)
−Removed: 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.
+Added: 22.6 24.5 22.9
+Added: (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.
−Removed: The cumulative effect of the 2020 legislative tax changes on the company’s financial statements were immaterial.
−Removed: Other primarily relates to prior year adjustments, re-assessments
−Removed: and disposals.
+Added: The cumulative effect of the 2020 legislative tax changes on the company’s financial statements was immaterial.
+Added: (b) Other primarily relates to disposals, prior year adjustments and re-assessments.
+Added: In 2022, the company's sale of its interests in XTO Energy Canada decreased the effective income tax rate by 1.3 percent.
Deferred income taxes are based on differences between the accounting and tax values of assets and liabilities.
−Removed: These differences in value are re-measured
−Removed: at each year-end
−Removed: using the tax rates and tax laws expected to apply when those differences are realized or settled in the future.
+Added: 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:
7 unchanged sentences
Tax loss carryforwards ( 84 ) ( 42 ) ( 460 )
+Added: Valuation allowance 73 — —
+Added: Other ( 53 ) ( 101 ) ( 154 )
Net deferred income tax liabilities 4,599 4,458 4,101
33 unchanged sentences
Other postretirement
+Added: 2022 2021 2022 2021
Assumptions used to determine benefit obligations at December 31 (percent)
4 unchanged sentences
Benefit obligation at January 1 9,850 10,716 818 873
+Added: Service cost 280 324 23 28
Interest cost 295 271 24 22
Actuarial loss (gain) (a)
+Added: ( 2,528 ) ( 925 ) ( 248 ) ( 83 )
Benefits paid (b)
+Added: ( 523 ) ( 536 ) ( 28 ) ( 22 )
Benefit obligation at December 31 7,374 9,850 589 818
Accumulated benefit obligation at December 31 6,820 8,885
−Removed: Actuarial loss (gain) primarily driven by changes in the year-end
−Removed: discount rate, salary experience and lower long-term rate of compensation.
−Removed: Benefit payments for funded and unfunded plans.
−Removed: The discount rate for the purpose of calculating year-end
−Removed: postretirement benefits plan obligation is determined by using the Canadian Institute of Actuaries recommended spot yield curve for high-quality, long-term Canadian corporate bonds with an average maturity (or duration) approximating that of the liabilities.
+Added: (a) Actuarial loss (gain) primarily driven by changes in the year-end discount rate and salary experience.
+Added: (b) Benefit payments for funded and unfunded plans.
+Added: The discount rate for the purpose of calculating year-end postretirement benefits plan obligation is determined by using the Canadian Institute of Actuaries recommended spot yield 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 6.01 percent in 2023 and gradually decline to 3.57 percent by 2040 and beyond.
4 unchanged sentences
Fair value at January 1 9,440 9,426
−Removed: Actual return on plan assets
+Added: Actual return (loss) gain ( 1,594 ) 319
Company contributions 174 164
Benefits paid (a)
+Added: ( 479 ) ( 469 )
Fair value at December 31 7,541 9,440
Plan assets in excess of (less than) projected benefit obligation at December 31
+Added: Funded plans 543 89
Unfunded plans ( 376 ) ( 499 ) ( 589 ) ( 818 )
−Removed: Benefit payments for funded plans only.
−Removed: Fair value of assets less projected benefit obligation shown above.
+Added: 167 ( 410 ) ( 589 ) ( 818 )
+Added: (a) Benefit payments for funded plans only.
+Added: (b) Fair value of assets less projected benefit obligation shown above.
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.
13 unchanged sentences
comprehensive income, before-tax 901 1,524 ( 84 ) 173
−Removed: The company establishes the long-term expected rate of return on plan assets by developing a forward-looking long-term return assumption for each asse t
−Removed: class, taking into account factors such as the expected real return for the specific asset class and inflation.
+Added: 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.
−Removed: The 2021 long-term expected return of 4.5 percent used in the calculations of pension expense compares to an actual rate of return of 8.5 percent and 7.3 percent over the last 10-
−Removed: periods respectively, ending December 31, 2021.
+Added: The 2022 long-term expected return of 4.3 percent used in the calculations of pension expense compares to an actual rate of return of 5.6 percent and 6.5 percent over the last 10- and 20-year periods respectively, ending December 31, 2022.
Pension benefits
Other postretirement
+Added: 2022 2021 2020 2022 2021 2020
Assumptions used to determine net periodic
5 unchanged sentences
Components of net periodic benefit cost
+Added: Service cost 280 324 305 23 28 24
Interest cost 295 271 308 24 22 24
7 unchanged sentences
net periodic benefit cost ( 84 ) ( 143 ) ( 153 ) ( 9 ) ( 16 ) ( 13 )
−Removed: Prior service cost
Amortization of prior service cost included in net
3 unchanged sentences
other comprehensive income, before-tax ( 359 ) ( 649 ) 351 ( 201 ) ( 33 ) 200
−Removed: Costs for defined contribution plans, primarily the employee savings plan, were $ 47 million in 2021
−Removed: (2020 - $ 47 million, 2019 - $ 43 million).
+Added: Costs for defined contribution plans, primarily the employee savings plan, were $ 43 million in 2022 (2021 - $ 47 million, 2020 - $ 47 million).
A summary of the change in accumulated other comprehensive income is shown in the table below:
4 unchanged sentences
Deferred income tax (charge) credit (note 17)
+Added: ( 215 ) ( 264 ) 23
(Charge) credit to other comprehensive income, after-tax 665 812 ( 78 )
−Removed: 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.
−Removed: Consistent with the long-term nature of the liability, the plan assets are primarily invested in global, market-cap-weighted
−Removed: indexed equity and domestic indexed bond funds to diversify risk while minimizing costs.
−Removed: The balance of the plan assets is largely invested in high-quality corporate and government debt securities with interest rate sensitivity designed to approximate the interest rate sensitivity of plan liabilities
−Removed: The preferred target asset allocation for pension plan assets is reviewed periodically and set based on considerations such as risk, diversification, liquidity and credit quality of investment.
+Added: The company’s investment strategy for pension plan assets reflects a long-term view, a careful assessment of the risks inherent in plan assets and liabilities and broad diversification to reduce the risk of the portfolio.
+Added: The pension plan assets are primarily invested in passive global equity and domestic fixed income index funds to diversify risk while minimizing costs.
+Added: The fixed income funds are largely invested in investment grade corporate and government debt securities with interest rate sensitivity designed to approximate the interest rate sensitivity of plan liabilities.
+Added: The target asset allocation for the pension plan is reviewed periodically and set based on considerations such as risk, diversification and liquidity.
The target asset allocation for equity securities is 30 percent with the remainder in fixed-income securities.
3 unchanged sentences
Fair value measurements at December 31, 2022, using:
−Removed: millions of Canadian dollars
+Added: millions of Canadian dollars Total Level 1 Level 2 Level 3 Net Asset
Equity securities
+Added: Canadian 96 96
+Added: Non-Canadian 2,215 2,215
Debt securities - Canadian
+Added: Corporate 1,156 1,156
+Added: Government 3,842 3,842
+Added: Asset backed 2 2
Equities – Venture capital 199 199
+Added: Cash 31 10 21
Total plan assets at fair value 7,541 10 7,531
1 unchanged sentence
Fair value measurements at December 31, 2021, using:
−Removed: millions of Canadian dollars
+Added: millions of Canadian dollars Total Level 1 Level 2 Level 3 Net Asset
Equity securities
+Added: Canadian 247 247
+Added: Non-Canadian 2,539 2,539
Debt securities - Canadian
+Added: Corporate 1,496 1,496
+Added: Government 4,865 4,865
+Added: Asset backed 1 1
Equities – Venture capital 249 249
3 unchanged sentences
millions of Canadian dollars 2022 2021
−Removed: For funded pension plans with accumulated benefit obligation in excess of plan assets:
−Removed: Accumulated benefit obligation
−Removed: Fair value of plan assets
−Removed: Accumulated benefit obligation less fair value of plan assets
−Removed: For funded pension plans with projected benefit obligation in excess of plan assets:
+Added: For funded pension plans with projected benefit
+Added: obligation in excess of plan assets:
Projected benefit obligation — 1,132
1 unchanged sentence
Projected benefit obligation less fair value of plan assets — 101
−Removed: For unfunded plans covered by book reserves:
+Added: For unfunded pension plans covered by book reserves:
Projected benefit obligation 376 499
Accumulated benefit obligation 353 461
−Removed: The amounts shown for 2020 represent the company’s proportionate share of a joint venture sponsored pension plan.
−Removed: The fair value of plan assets exceeded the accumulated benefit obligation for both the company sponsored plan and its proportionate share of a joint venture sponsored plan in 2021.
−Removed: In 2021, projected benefit obligation exceeded the fair value of plan assets only for the company’s proportionate share of a joint venture sponsored pension plan.
+Added: (a) In 2022, the fair value of plan assets exceeded the projected benefit obligation for both the company sponsored plan and its proportionate share of a joint venture sponsored plan.
+Added: (b) In 2021, projected benefit obligation exceeded the fair value of plan assets only for the company’s proportionate share of a joint venture sponsored pension plan.
Benefit payments expected in:
−Removed: millions of Canadian dollars
−Removed: Pension benefits
−Removed: Other postretirement
+Added: millions of Canadian dollars Pension benefits Other postretirement
+Added: 2028 - 2032 2,360 166
In 2023, the company expects to make cash contributions of about $ 180 million to its pension plans.
1 unchanged sentence
millions of Canadian dollars 2022 2021
−Removed: Employee retirement benefits (a)
+Added: Employee retirement benefits (a) (note 4)
Asset retirement obligations and other environmental liabilities (b) (c)
3 unchanged sentences
Total other long-term obligations 3,467 3,897
−Removed: Total recorded employee retirement benefits obligations also included $ 56 million in current liabilities (2020 – $ 58 million).
−Removed: Total asset retirement obligations and other environmental liabilities also included $ 102 million in current liabilities (2020 – $ 100 million).
−Removed: For 2021, the asset retirement obligations were discounted at 6 percent (2020 - 6 percent).
−Removed: Asset retirement obligations incurred in the current period were l
−Removed: evel 3 fair value measurements.
+Added: (a) Total recorded employee retirement benefits obligations also included $ 63 million in current liabilities (2021 – $ 56 million).
+Added: (b) Total asset retirement obligations and other environmental liabilities also included $ 116 million in current liabilities (2021 – $ 102 million).
+Added: (c) For 2022, the asset retirement obligations were discounted at 6 percent (2021 - 6 percent).
+Added: 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:
2 unchanged sentences
Additions (deductions) 415 6 265
+Added: Accretion 101 99 82
+Added: Settlement ( 59 ) ( 58 ) ( 73 )
Balance as at December 31 2,178 1,721 1,674
4 unchanged sentences
There are no material differences between the fair value of the company’s financial instruments and the recorded carrying value.
−Removed: At December 31, 2021 and December 31, 2020, the fair value of long-term debt ($ 4,447 million, excluding finance lease obligations) was primarily a level 2 measurement.
+Added: At December 31, 2022 and December 31, 2021, the fair value of long-term debt ($ 3,447 million and $ 4,447 million respectively, excluding finance lease obligations) was primarily a level 2 measurement.
Derivative instruments
−Removed: 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.
−Removed: In addition, the company uses commodity-based contracts, including derivative instruments to manage commodity price risk and for trading purposes.
+Added: The company’s size, strong capital structure and the complementary nature of its business segments reduce the company’s enterprise-wide risk from changes in commodity prices and currency exchange rates.
+Added: In addition, the company uses commodity-based contracts, including derivatives, to manage commodity price risk and to generate returns from trading.
Commodity contracts held for trading purposes are presented in the Consolidated statement of income on a net basis in the line “Revenues”.
4 unchanged sentences
thousands of barrels 2022 2021
−Removed: 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
+Added: Crude 1,800 7,390
+Added: Products ( 350 ) ( 560 )
+Added: 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 2022 2021 2020
+Added: Revenues 148 ( 46 ) ( 13 )
Purchases of crude oil and products — ( 33 ) ( 21 )
+Added: Total 148 ( 79 ) ( 34 )
The estimated fair value of derivative instruments, and the related hierarchy level for the fair value measurement is as follows:
1 unchanged sentence
millions of Canadian dollars
+Added: Fair value Effect of
+Added: netting Effect of
+Added: Level 1 Level 2 Level 3 Total
Derivative assets (a)
+Added: 17 32 — 49 ( 27 ) — 22
Derivative liabilities (b)
+Added: 21 20 — 41 ( 27 ) ( 4 ) 10
(a) Included in the Consolidated balance sheet line:
4 unchanged sentences
millions of Canadian dollars
+Added: Fair value Effect of
+Added: netting Effect of
+Added: Level 1 Level 2 Level 3 Total
Derivative assets (a)
+Added: 24 17 — 41 ( 31 ) — 10
Derivative liabilities (b)
−Removed: Included in the Consolidated balance sheet line:
+Added: 31 12 — 43 ( 31 ) ( 7 ) 5
+Added: (a) Included in the Consolidated balance sheet line:
“Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”.
−Removed: Included in the Consolidated balance sheet line:
+Added: (b) Included in the Consolidated balance sheet line:
“Accounts payable and accrued liabilities” and “Other long-term obligations”.
5 unchanged sentences
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.
−Removed: 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.
+Added: For the majority of the units, 50 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.
+Added: As a result of an employee stock program expansion implemented in 2022, some new participants will be eligible for awards granted that vest 100 percent after three years .
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.
12 unchanged sentences
The following table summarizes information about these units for the year ended December 31, 2022:
+Added: stock units Deferred
Outstanding at January 1, 2022 3,950,615 166,665
+Added: Granted 884,140 13,219
Vested / Exercised ( 787,110 ) —
1 unchanged sentence
Outstanding at December 31, 2022 4,036,355 179,884
−Removed: In 2021, the before-tax compensation expense charged against income for these programs was $ 96 million (2020 - $ 2 million benefit, 2019 - $ 34 million expense).
−Removed: Income tax expense associated with compensation programs for the year was $ 23 million (2020 - $ 0 million, 2019 - $ 9 million benefit).
+Added: In 2022, the before-tax compensation expense charged against income for these programs was $ 113 million (2021 - $ 96 million expense, 2020 - $ 2 million benefit).
+Added: Income tax benefit recognized in income related to compensation expense for the year was $ 27 million (2021 - $ 23 million, 2020 - $ 0 million ).
Cash payments of $ 78 million were made for these programs in 2022 (2021 - $ 52 million, 2020 - $ 33 million).
7 unchanged sentences
Book value of asset sales 746 32 47
−Removed: Gain (loss) on asset sales, before-tax
−Removed: Gain (loss) on asset sales, after-tax
+Added: Gain (loss) on asset sales, before tax (a) 158 49 35
+Added: Gain (loss) on asset sales, after tax (a) 241 43 32
+Added: (a) 2022 included a gain of $ 116 million ($ 208 million, after tax) from the sale of interests in XTO Energy Canada, which included the removal of a deferred tax liability.
Litigation and other contingencies
9 unchanged sentences
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.
−Removed: The company has no t entered into any unconditional purchase obligations.
+Added: 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, 2022, for guarantees relating to performance under contracts of other third-party obligations totalling $ 17 million (2021 - $ 21 million).
−Removed: At March 31, 2021, due to the termination of transportation services agreements related to a third-party pipeline project, the company recognized a liability of $ 62 million, previously reported as a contingent liability.
Common shares
1 unchanged sentence
thousands of shares 2022 2021
+Added: Authorized 1,100,000 1,100,000
Common shares outstanding 584,153 678,080
2 unchanged sentences
As in the past, Exxon Mobil Corporation advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent.
−Removed: Subsequent to December 31, 2021, the program completed on January 31, 2022 as a result of the company purchasing the maximum allowable number of shares under the program.
+Added: The program completed on October 21, 2022 as a result of the company purchasing the maximum allowable number of shares under the program.
+Added: On May 6, 2022, the company commenced a substantial issuer bid pursuant to which it offered to purchase for cancellation up to $ 2.5 billion of its common shares through a modified Dutch auction and proportionate tender offer.
+Added: The substantial issuer bid was completed on June 15, 2022, with the company taking up and paying for 32,467,532 common shares at a price of $ 77.00 per share, for an aggregate purchase of $ 2.5 billion and 4.9 percent of Imperial’s issued and outstanding shares at the close of business on May 2, 2022.
+Added: This included 22,597,379 shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.
+Added: On November 4, 2022, the company commenced a substantial issuer bid pursuant to which it offered to purchase for cancellation up to $ 1.5 billion of its common shares through a modified Dutch auction and proportionate tender offer.
+Added: The substantial issuer bid was completed on December 14, 2022, with the company taking up and paying for 20,689,655 common shares at a price of $ 72.50 per share, for an aggregate purchase of $ 1.5 billion and 3.4 percent of Imperial’s issued and outstanding shares at the close of business on October 31, 2022.
+Added: This included 14,399,985 shares purchased from Exxon Mobil Corporation by way of a proportionate tender 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:
+Added: shares Millions of
Balance as at January 1, 2020 743,902 1,375
9 unchanged sentences
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:
+Added: 2022 2021 2020
Net income (loss) per common share – basic
Net income (loss) (millions of Canadian dollars)
+Added: 7,340 2,479 ( 1,857 )
Weighted-average number of common shares outstanding (millions of shares)
+Added: 640.2 711.6 735.3
Net income (loss) per common share (dollars)
+Added: 11.47 3.48 ( 2.53 )
Net income (loss) per common share – diluted
Net income (loss) (millions of Canadian dollars)
+Added: 7,340 2,479 ( 1,857 )
Weighted-average number of common shares outstanding (millions of shares)
−Removed: Effect of employee share-based awards (millions of shares)
−Removed: Weighted average number of common shares outstanding, assuming dilution (millions of shares)
+Added: 640.2 711.6 735.3
+Added: Effect of employee share-based awards (millions of shares) (a)
+Added: Weighted-average number of common shares outstanding,
+Added: assuming dilution (millions of shares)
+Added: 641.5 713.2 735.3
Net income (loss) per common share (dollars)
−Removed: Dividends per common share – declared
−Removed: For 2020, the Net income (loss) per common share – diluted excludes the effect of 1.9 million employee share-based awards.
+Added: 11.44 3.48 ( 2.53 )
+Added: Dividends per common share – declared (dollars)
+Added: 1.46 1.03 0.88
+Added: (a) For 2020, the Net income (loss) per common share – diluted excludes the effect of 1.9 million employee share-based awards.
Share-based awards have the potential to dilute basic earnings per share in the future.
Miscellaneous financial information
−Removed: In 2021, net income included an after-tax loss of $ 13 million (2020 – $ 19 million loss, 2019 – $ 22 million loss) attributable to the effect of changes in last-in, first-out (LIFO) inventories.
+Added: LIFO inventory
+Added: In 2022, net income included an after-tax gain of $ 62 million (2021 – $ 13 million loss, 2020 – $ 19 million loss) 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, 2022 by about $ 2 billion (2021 – $ 1.8 billion).
1 unchanged sentence
millions of Canadian dollars 2022 2021
+Added: Crude oil 809 674
Petroleum products 471 310
Chemical products 76 73
−Removed: In 2021, the company recorded an unfavourable $ 74 million ($ 82
−Removed: million, before tax) inventory adjustment (including the proportionate share of LIFO changes) related to reconciliations of additives and products inventory at equity and third-party terminal s
+Added: Total 1,514 1,102
+Added: In 2021, the company recorded an unfavourable $ 74 million ($ 82 million, before tax) inventory adjustment (including the proportionate share of LIFO changes) related to reconciliations of additives and products inventory at equity and third-party terminals.
The out-of-period impact of $ 57 million ($ 63 million, before tax) occurred over a number of years, and has been resolved.
−Removed: The company has determined that the adjustment is not material to the consolidated financial statements for the year ended December 31, 2021, or any of the prior periods related to the adjustment.
+Added: The company determined that the adjustment was not material to the consolidated financial statements for the year ended December 31, 2021, or any of the prior periods related to the adjustment.
Accordingly, comparative periods presented in the consolidated financial statements have not been restated.
+Added: Research and development
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.
−Removed: 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.
+Added: 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 licensing 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.
1 unchanged sentence
These costs are included in expenses due to the uncertainty of future benefits.
−Removed: “Accounts payable and accrued liabilities” included accrued taxes other than income taxes of $ 415 million at December 31, 2021
−Removed: (2020 – $ 344 million).
−Removed: The company has received subsidies as part of the Government of Canada’s COVID-19 Economic Response Plan, which included the company’s proportionate share of a joint venture.
−Removed: It was recognized as a reduction to expense (2020 – $ 155 million before tax) and was included in the Consolidated statement of income, primarily as part of “Production and manufacturing”.
−Removed: 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.
−Removed: The goodwill impairment is reflected in “Depreciation and depletion” on the Consolidated statement of income and “Goodwill” on the Consolidated balance sheet.
+Added: Accounts payable and accrued liabilities
+Added: “Accounts payable and accrued liabilities” included accrued taxes other than income taxes of $ 458 million at December 31, 2022 (2021 – $ 415 million).
+Added: Goodwill impairment
+Added: In the first quarter of 2020, 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.
+Added: The goodwill impairment was 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.
+Added: Government assistance
+Added: The company received subsidies as part of the Government of Canada’s COVID-19 Economic Response Plan, which included the company’s proportionate share of a joint venture.
+Added: It was recognized as a reduction to expense (2020 – $ 155 million before tax) and was included in the Consolidated statement of income, primarily as part of “Production and manufacturing”.
+Added: In 2022, the company prospectively adopted the Financial Accounting Standards Board’s standard, Government Assistance (Topic 832) .
+Added: The standard requires the annual disclosure of certain types of government assistance not otherwise covered by authoritative accounting guidance.
+Added: The company receives allowances from governments in the form of emission credits as a result of performing better than facility level expectations for emission targets and records these at a nominal amount in the Consolidated balance sheet.
+Added: During 2022, government assistance was immaterial to the company’s financial results .
Financing and additional notes and loans payable information
5 unchanged sentences
Total financing (b)
−Removed: Includes related party interest with ExxonMobil.
−Removed: The weighted average interest rate on short-term borrowings in 2021 was 0.2 percent (2020 – 0.8 percent, 2019 – 1.8 percent).
−Removed: Average effective rate on the long-term borrowings with ExxonMobil in 2021 was 0.6 percent (2020 – 1.4 percent, 2019 – 2.2 percent).
−Removed: During the second quarter of 2021, the company extended the maturity date of two of its short-term lines of credit, totalling $ 750 million, to May 2023, these facilities are now long-term.
−Removed: The company also extended its $ 300 million committed short-term line of credit to June 2022.
+Added: (a) Includes related party interest with ExxonMobil.
+Added: (b) The weighted-average interest rate on short-term borrowings in 2022 was 2.0 percent (2021 – 0.2 percent, 2020 – 0.8 percent) and on long-term borrowings, with ExxonMobil, in 2022 was 1.9 percent (2021 – 0.6 percent, 2020 – 1.4 percent).
+Added: During the second quarter of 2022, the company reduced its existing $ 500 million committed long-term line of credit to $ 250 million and extended the maturity date to June 30, 2023.
+Added: Subsequently, in the fourth quarter of 2022, this committed long-term line of credit was cancelled in full.
+Added: The company also extended one of its $ 250 million committed long-term lines of credit to June 30, 2024.
In November 2022, the company extended the maturity date of an existing $ 250 million committed short-term line of credit to November 2023.
−Removed: The company has no t drawn on these facilities.
+Added: The company has not drawn on any of its outstanding $ 500 million of available credit facilities.
In 2021, the company repaid the $ 111 million outstanding balance and terminated the non-interest bearing, revolving demand loan under an arrangement with an affiliate company of ExxonMobil.
9 unchanged sentences
The table below summarizes the total lease cost incurred:
−Removed: millions of Canadian dollars
−Removed: O pe rati ng lease cost
+Added: 2022 2021 2020
+Added: millions of Canadian dollars Operating leases Finance
+Added: leases Operating leases Finance
+Added: leases Operating leases Finance
+Added: Operating lease cost 119 123 157
Short-term and other (net of sublease rental income) 40 19 40
3 unchanged sentences
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:
−Removed: millions of Canadian dollars
+Added: millions of Canadian dollars Operating
+Added: leases Finance
+Added: leases Operating
+Added: leases Finance
Right of use assets
6 unchanged sentences
Included in Notes and loans payable 22 22
−Removed: Long-term lease liability
+Added: L ong-term lease liability
Included in Other long-term obligations 151 — 147 —
3 unchanged sentences
Weighted-average discount rate (percent)
−Removed: (a) The change in finance leases was due to a finance lease modification and re-measurement.
+Added: 1.1 4.7 1.2 4.8
The maturity analysis of the company’s lease liabilities as at December 31 are summarized below:
−Removed: millions of Canadian dollars
+Added: millions of Canadian dollars Operating
+Added: leases Finance
Maturity analysis of lease liabilities
4 unchanged sentences
In addition to the operating lease liabilities in the table immediately above, at December 31, 2022, additional undiscounted commitments for leases not yet commenced totalled $ 14 million (2021 - $ 5 million).
−Removed: Estimated cash payments for operating and finance leases not yet commenced are $
−Removed: 2 million in both 2022 and 2023.
+Added: Estimated cash payments for operating and finance leases not yet commenced are $ 5 million in both 2023 and 2024.
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:
−Removed: millions of Canadian dollars
−Removed: Cash paid for amounts included in the measurement of
−Removed: lease liabilities
+Added: 2022 2021 2020
+Added: millions of Canadian dollars Operating
+Added: leases Finance
+Added: leases Operating
+Added: leases Finance
+Added: leases Operating
+Added: leases Finance
+Added: Cash paid for amounts included in the measurement of lease liabilities
Cash flows from operating activities 121 — 122 — 136 15
1 unchanged sentence
Non-cash right of use assets recorded for lease liabilities
−Removed: For January 1 adoption of Leases (Topic 842)
In exchange for lease liabilities during the year 117 — 176 123 63 14
2 unchanged sentences
millions of Canadian dollars 2022 2021
−Removed: Long-term debt (a)
−Removed: Finance leases (b)
+Added: Long-term debt (a) (b)
+Added: Finance leases (c)
Total long-term debt 4,033 5,054
−Removed: Borrowed under an existing agreement with an affiliated company of ExxonMobil that provides for a long-term, variable-rate, Canadian dollar loan from ExxonMobil to the company of up to $ 7.75 billion at interest equivalent to Canadian market rates.
+Added: (a) Borrowed under an existing agreement with an affiliated company of ExxonMobil that provides for a long-term, variable-rate, 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.
−Removed: Finance leases are primarily associated with transportation facilities and services agreements.
−Removed: The average imputed rate was 4.8 percent in 2021 (2020 – 7.3 percent).
+Added: (b) During the third quarter of 2022, the company decreased its long-term debt by $ 1 billion, partially repaying an existing facility with an affiliated company of ExxonMobil.
+Added: (c) Finance leases are primarily associated with transportation facilities and services agreements.
+Added: The average imputed interest rate was 4.7 percent in 2022 (2021 – 4.8 percent).
Total finance lease obligations also include $ 22 million in current liabilities (2021 - $ 22 million).
3 unchanged sentences
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.
−Removed: At December 31, 2021 the company had no capitalized suspended exploratory well costs (2020 - $ 0 million, 2019 - $ 0 million).
−Removed: Exploration activity often involves drilling multiple wells, over a number of years, to fully evaluate a project.
−Removed: At December 31, 2021 the company had no projects with exploratory wells costs capitalized (2020 - 0 , 2019 - 0 )
+Added: The company had no capitalized suspended exploratory well costs as at December 31, 2022, 2021 and 2020.
+Added: Exploration activity involves drilling multiple wells, over a number of years, to fully evaluate a project.
+Added: The company had no projects with exploratory wells costs capitalized as at December 31, 2022, 2021 and 2020.
Transactions with related parties
3 unchanged sentences
In addition, the company has existing agreements with ExxonMobil:
−Removed: 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;
−Removed: 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.
+Added: 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;
+Added: 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.
2 unchanged sentences
The company and ExxonMobil retain ownership of their respective assets, and there is no impact on operations or reserves;
−Removed: To provide for the option of equal participation in new upstream opportunities;
−Removed: To enter into derivative agreements on each other’s behalf.
+Added: c) To provide for the option of equal participation in new upstream opportunities;
+Added: d) To enter into derivative agreements on each other’s behalf.
The company had an existing agreement with ExxonMobil to provide for the delivery of management, business and technical services to Syncrude Canada Ltd.
2 unchanged sentences
they are not material in the aggregate.
−Removed: The amounts of purchases and revenues by Imperial in 2021, with ExxonMobil, were $ 2,669 million and $ 8,777 million respectively
−Removed: (2020 - $ 2,424 million and $ 5,101 million respectively).
−Removed: As at December 31, 2021, the company had outstanding long-term loans of $ 4,447 million (2020 – $ 4,447 million) and short-term loans of
−Removed: $ 0 million (2020 – $ 111 million) from ExxonMobil (see note 14, Long-term debt, on page 104 and note 12, Financing and additional notes
−Removed: and loans payable information, on page 101 for further details).
−Removed: The amount of financing costs with ExxonMobil were
−Removed: - $ 61 million).
+Added: The amounts of purchases and revenues by Imperial in 2022, with ExxonMobil, were $ 3,719 million and $ 17,042 million respectively (2021 - $ 2,669 million and $ 8,777 million respectively).
+Added: As at December 31, 2022, the company had an outstanding long-term loan of $ 3,447 million (2021 – $ 4,447 million) from ExxonMobil (see note 14, "Long-term debt", on page 104 and note 12, "Financing and additional notes and loans payable information", on page 101 for further details).
+Added: The amount of financing costs with ExxonMobil were $ 78 million (2021 - $ 28 million).
Imperial has other related party transactions not detailed above in note 16, as they are not significant.
4 unchanged sentences
Postretirement benefits liability adjustment:
−Removed: Current period change excluding amounts
−Removed: reclassified from accumulated other comprehensive income
+Added: Current period change excluding amounts reclassified
+Added: from accumulated other comprehensive income 582 679 ( 212 )
Amounts reclassified from accumulated other comprehensive income 83 133 134
2 unchanged sentences
millions of Canadian dollars 2022 2021 2020
−Removed: Amortization of postretirement benefits liability adjustment included in net periodic benefit cost (a)
+Added: Amortization of postretirement benefits liability adjustment
+Added: included in net benefit cost (a)
+Added: ( 110 ) ( 176 ) ( 180 )
(a) This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (note 4).
3 unchanged sentences
Postretirement benefits liability adjustment (excluding amortization) 188 221 ( 69 )
−Removed: Amortization of postretirement benefits liability adjustment included in net periodic benefit cost
−Removed: Supplemental information on oil and gas exploration and production activities
+Added: Amortization of postretirement benefits liability adjustment included in net benefit cost
+Added: Total 215 264 ( 23 )
+Added: Divestment activities
+Added: Jointly with ExxonMobil Canada, Imperial signed an agreement in the second quarter of 2022 with Whitecap Resources Inc.
+Added: for the sale of its interests in XTO Energy Canada which included assets in the Montney and Duvernay areas of central Alberta, for total cash consideration of approximately $ 1.9 billion ($ 0.9 billion Imperial's share).
+Added: The transaction closed on August 31, 2022 and the company recognized a gain of approximately $ 0.2 billion , after tax.
+Added: Imperial’s total assets associated with this transaction include about $ 0.9 billion (about $ 0.8 billion of property, plant and equipment) and about $ 0.2 billion total liabilities in the Upstream segment.
+Added: 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.
−Removed: 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.
−Removed: Securities and Exchange Commission and U.S.
+Added: The company’s 25 percent interest in proved synthetic crude 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.
+Added: Securities and Exchange Commission (SEC) and U.S.
Financial Accounting Standards Board rules.
2 unchanged sentences
millions of Canadian dollars
−Removed: Sales to customers (a)
−Removed: Intersegment sales (a) (b)
+Added: 2022 2021 2020
+Added: Sales to third parties (a)
+Added: 7,154 5,081 2,066
+Added: Transfers (a) (b)
+Added: 4,182 3,037 1,777
+Added: 11,336 8,118 3,843
Production expenses
+Added: 5,521 4,728 3,977
Exploration expenses
Depreciation and depletion (includes impairments)
+Added: 1,467 1,579 2,857
+Added: 1,030 457 (678)
Results of operations
+Added: 3,313 1,322 (2,326)
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.
2 unchanged sentences
millions of Canadian dollars
+Added: 2022 2021 2020
Property costs (c)
1 unchanged sentence
Development costs
−Removed: Total costs incurred in property acquisitions, exploration and development activities
−Removed: Sales to customers or intersegment sales do not include the sale of natural gas and natural gas liquids purchased for resale, as well as royalty payments or diluent costs.
+Added: 1,602 576 816
+Added: Total costs incurred in property acquisitions, exploration and
+Added: development activities
+Added: 1,607 608 829
+Added: (a) Sales to third parties or transfers do not include the sale of natural gas and natural gas liquids purchased for resale, as well as royalty payments or diluent costs.
These items are reported gross in note 2 in “Revenues”, “Intersegment sales” and in “Purchases of crude oil and products”.
−Removed: Sales of crude oil to consolidated affiliates are at market value, using posted field prices.
+Added: (b) Sales of crude oil to consolidated affiliates are at market value, using posted field prices.
Sales of natural gas liquids to consolidated affiliates are at prices estimated to be obtainable in a competitive, arm’s-length transaction.
−Removed: “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”).
+Added: (c) “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.
4 unchanged sentences
Producing assets
+Added: 39,075 39,926
Incomplete construction
Total capitalized cost
+Added: 43,783 46,201
Accumulated depreciation and depletion
+Added: (18,512) (20,112)
Net capitalized costs
−Removed: “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”).
+Added: 25,271 26,089
+Added: (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.
8 unchanged sentences
millions of Canadian dollars
+Added: 2022 2021 2020
Future cash flows
+Added: 198,923 161,577 23,911
Future production costs
+Added: (104,765) (101,580) (18,787)
Future development costs
+Added: (23,392) (21,903) (6,096)
Future income taxes
+Added: (16,872) (8,192) (155)
Future net cash flows
+Added: 53,894 29,902 (1,127)
Annual discount of 10 percent for estimated timing of cash flows
+Added: (28,340) (15,732) 1,065
Discounted future cash flows
+Added: 25,554 14,170 (62)
Changes in standardized measure of discounted future net cash flows related to proved oil and gas reserves
millions of Canadian dollars
+Added: 2022 2021 2020
Balance at beginning of year
+Added: 14,170 (62) 5,511
Changes resulting from:
Sales and transfers of oil and gas produced, net of production costs
+Added: (6,113) (3,841) (447)
Net changes in prices, development costs and production costs (a)
−Removed: Extensions, discoveries, additions and improved recovery, less related costs
+Added: 23,215 7,681 (8,661)
+Added: Extensions, discoveries, additions and improved recovery,
+Added: less related costs
Development costs incurred during the year
+Added: 1,160 650 563
Revisions of previous quantity estimates
+Added: (4,431) 13,482 459
Accretion of discount
Net change in income taxes
+Added: (4,550) (3,816) 1,776
+Added: 11,384 14,232 (5,573)
Balance at end of year
−Removed: 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.
+Added: 25,554 14,170 (62)
+Added: (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”.
−Removed: Net proved reserves
−Removed: Synthetic oil
+Added: Net proved reserves (a)
+Added: Natural gas Synthetic crude oil Bitumen Total
oil-equivalent
Beginning of year 2020
+Added: 41 581 415 2,939 3,492
+Added: (29) (348) (79) (2,757) (2,923)
Improved recovery
(Sale) purchase of reserves in place
+Added: — (10) — — (2)
Discoveries and extensions
+Added: — — 133 1 134
+Added: (5) (55) (25) (102) (141)
End of year 2020
+Added: 7 168 444 81 560
+Added: 13 165 17 2,239 2,297
Improved recovery
(Sale) purchase of reserves in place
+Added: — (10) — — (2)
Discoveries and extensions
+Added: (4) (42) (23) (106) (140)
End of year 2021
+Added: 16 281 438 2,216 2,717
+Added: — (41) (62) (363) (432)
Improved recovery
(Sale) purchase of reserves in place
+Added: (9) (141) — — (32)
Discoveries and extensions
+Added: (3) (29) (23) (96) (127)
End of year 2022
+Added: 4 72 353 1,824 2,193
Net proved developed reserves included above, as of
January 1, 2020
+Added: 22 291 415 2,609 3,095
December 31, 2020
+Added: 7 167 311 76 422
December 31, 2021
+Added: 14 205 326 1,957 2,331
December 31, 2022
+Added: 4 60 248 1,691 1,953
Net proved undeveloped reserves included above, as of
January 1, 2020
+Added: 19 290 — 330 397
December 31, 2020
+Added: — 1 133 5 138
December 31, 2021
+Added: 2 76 112 259 386
December 31, 2022
−Removed: Net reserves are the company’s share of reserves after deducting the shares of mineral owners or governments or both.
+Added: — 12 105 133 240
+Added: (a) Net reserves are the company’s share of reserves after deducting the shares of mineral owners or governments or both.
All 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.
−Removed: Liquids include crude, condensate and natural gas liquids (NGLs).
+Added: (b) Liquids include crude, condensate and natural gas liquids (NGLs).
NGL proved reserves are not material and are therefore included under liquids.
−Removed: Gas converted to oil-equivalent at six million cubic feet per one thousand barrels.
+Added: (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 2020, 2021 and 2022.
−Removed: The definitions used are in accordance with the U.S.
−Removed: Securities and Exchange Commission’s Rule 4-10 (a) of Regulation S-X.
+Added: The definitions used are in accordance with the SEC 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.
5 unchanged sentences
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.
−Removed: Revisions can also result from significant changes in either development strategy or production equipment / facility capacity.
−Removed: 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.
−Removed: Downward revisions to proved synthetic oil reserves were a result of higher royalty obligations at Syncrude driven by pricing.
−Removed: 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.
+Added: Revisions can also result from significant changes in either development strategy or production equipment and facility capacity.
In 2020, downward revisions of proved bitumen reserves were a result of low prices.
−Removed: 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.
−Removed: Securities and Exchange Commission definition of proved reserves.
−Removed: 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.
+Added: 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 SEC definition of proved reserves.
+Added: Downward revisions to proved synthetic crude 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.
In 2021, upward revisions of proved bitumen reserves were a result of improved prices.
−Removed: The 1.7 billion barrels of bitumen at Kearl and 0.5 billion barrels of bitumen at Cold Lake qualified as proved reserves under the U.S.
−Removed: Securities and Exchange Commission definition of proved reserves.
−Removed: Upward revisions to proved synthetic oil reserves were a result of improved prices.
+Added: The 1.7 billion barrels of bitumen at Kearl and 0.5 billion barrels of bitumen at Cold Lake qualified as proved reserves under the SEC definition of proved reserves.
+Added: Upward revisions to proved synthetic crude oil reserves were a result of improved prices.
Changes to the liquids and natural gas proved reserves were the result of updated development plans and divestments at the Montney and Duvernay unconventional assets.
+Added: In 2022, downward revisions of proved bitumen reserves were driven by a decrease of 0.2 billion barrels at Kearl as a result of higher royalty obligations associated with pricing, and a decrease of 0.2 billion barrels at Cold Lake due to an updated development plan.
+Added: An increase to the bitumen reserves of 0.1 billion barrels is associated with extensions at Cold Lake for the Grand Rapids Phase 1 SA-SAGD and Leming SAGD projects.
+Added: Downward revisions to proved synthetic crude oil reserves were a result of mine development plan updates and higher royalty obligations at Syncrude associated with pricing.
+Added: Changes to the liquids and natural gas proved reserves were primarily a result of the sale of the company’s interest in the Montney and Duvernay unconventional assets.
Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also increase proved reserves attributable to Imperial.
−Removed: The company’s operating decisions and its outlook for future production volumes are not impacted by proved reserves as disclosed under the U.S.
−Removed: Securities and Exchange Commission (SEC) definition.
+Added: The company’s operating decisions and its outlook for future production volumes are not impacted by proved reserves as disclosed under the SEC definition.
Net proved reserves are determined by deducting the estimated future share of mineral owners or governments or both.
1 unchanged sentence
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.
−Removed: 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.
+Added: For synthetic crude 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.
−Removed: 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.
−Removed: 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.
+Added: Net proved developed reserves are those volumes that are expected to be recovered through existing wells, facilities, or mining activities 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.
+Added: 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, facilities, or mining activities.
Proxy information section
+Added: Table of contents Page
Nominees for director
29 unchanged sentences
Compensation discussion and analysis
−Removed: Compensation program
+Added: Compensation program design
Compensation decision making process and considerations for named executive officers
3 unchanged sentences
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.
−Removed: All of the nominees are now directors and have been since the dates indicated.
+Added: All of the nominees, with the exception of S.R.
+Added: Floren and G.J.
+Added: Goldberg, are now directors and have been since the dates indicated.
+Added: Mintz and D.S.
+Added: Sutherland are currently directors and are not standing for re-election in 2023 as they have all reached the company's mandatory retirement age for directors.
+Added: Driscoll, Mr.
+Added: Floren and Mr.
+Added: Goldberg are not currently directors and are being nominated for election as directors for the first time.
Included in these tables is information relating to the director nominees’ biographies, independence status, expertise, standing committee memberships, attendance, public board memberships and shareholdings in the company.
7 unchanged sentences
Skills and experience:
−Removed: Leadership of large organizations, Operations/technical, Project management, Strategy development, Audit committee financial expert, Financial expertise, Executive compensation, Environment and sustainability, Risk management
+Added: Leadership of large organizations, Operations/technical, Project management, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Executive compensation, Risk management
Cornhill is a director of AltaGas Ltd., and is the chairman of the board of directors of TriSummit Utilities Inc.
−Removed: (formerly AltaGas Canada Inc.), a privately owned corporation.
+Added: AltaGas Canada Inc.), a privately owned corporation.
Cornhill is a founding shareholder of AltaGas (and its predecessors).
−Removed: He was chief executive officer of AltaGas from 1994 to 2016 and served as interim co-chief
−Removed: executive officer from July to December 2018.
+Added: 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.
−Removed: Ltd, including
−Removed: vice-president, finance and administration, treasurer and president and chief executive officer.
+Added: Ltd, including vice-president, finance and administration, treasurer and president and chief operating officer.
Cornhill is an experienced leader in the business community and is a strong supporter of communities and community collaboration, investment and enhancement.
6 unchanged sentences
Holdings as at February 8, 2023 (#)
+Added: 13,308 25,808 16,900 42,708
Total market value as at February 8, 2023 ($)
+Added: 869,625 925,838 1,795,463 1,175,733 2,971,196
Year over year change (#) 0 2,355 2,355 2,000 4,355
*Meets the necessary share ownership requirements
−Removed: Board and Standing Committee Membership
+Added: Board and Standing Committee Membership Meeting
Attendance 2022
−Removed: Public Company Directorships in the Past Five
−Removed: Imperial Oil Limited board
−Removed: Audit committee
−Removed: Executive resources committee
−Removed: Public policy and corporate responsibility committee
−Removed: Nominations and corporate governance committee (Chair)
−Removed: Community collaboration and engagement committee
−Removed: 10 of 10 (100%)
−Removed: 5 of 5 (100%)
−Removed: 6 of 6 (100%)
−Removed: 3 of 3 (100%)
−Removed: 7 of 7 (100%)
−Removed: 1 of 1 (100%)
+Added: Public Company Directorships in the Past Five Years*
+Added: Imperial Oil Limited board 8 of 8 (100%)
– AltaGas Ltd.
(2010 – present)
+Added: Audit committee 5 of 5 (100%)
– AltaGas Canada Inc.
(2018 – 2020)
+Added: Executive resources committee 6 of 7 (86%)
– Alterra Power Corp.
(2008 – 2018)
−Removed: - Painted Pony Energy Ltd.
−Removed: (2015 – 2017)
+Added: Safety and sustainability committee 3 of 4 (75%)
+Added: Nominations and corporate governance committee (Chair)
+Added: 6 of 6 (100%)
*no public board interlocks
+Added: Community collaboration and engagement committee 1 of 1 (100%)
Voting Results of 2022 Annual General Meeting:
2 unchanged sentences
Votes in Favour:
−Removed: 649,845,433 (96.37%)
Votes Withheld:
−Removed: 24,498,796 (3.63%)
– AltaGas Ltd., Chairman of the board (1994 – 2019)
−Removed: - AltaGas Ltd., Interim co-CEO
−Removed: (July to December 2018)
+Added: 540,497,248 (89.79%)
+Added: 61,434,933 (10.21%)
+Added: – AltaGas Ltd., Interim co-CEO (July to December 2018)
Calgary, Alberta, Canada
−Removed: Non-independent
+Added: Non-independent director
Director since :
September 17, 2019
−Removed: and experience:
−Removed: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Financial expertise, Government relations, Executive compensation, Environment and sustainability, Risk management
−Removed: 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.
−Removed: Corson has worked for Exxon Mobil Corporation and its predecessor companies since 1983 in various upstream and downstream
−Removed: assignments, with responsibilities in the United States, Hong Kong and London.
+Added: Skills and experience:
+Added: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations, Executive compensation, Risk management
+Added: Corson was appointed as president and a director of Imperial Oil Limited on September 17, 2019, and assumed the
+Added: additional roles of chairman and chief executive officer on January 1, 2020.
+Added: 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.
5 unchanged sentences
Holdings as at February 8, 2023 (#)
+Added: 0 0 0 323,600 323,600
Total market value as at February 8, 2023 ($)
+Added: 0 0 0 22,512,852 22,512,852
Year over year change (#) 0 0 0 89,000 89,000
*Meets the necessary share ownership requirements
−Removed: Board and Standing Committee Membership
−Removed: Meeting Attendance
+Added: Board and Standing Committee Membership Meeting Attendance 2022
Public Company Directorships in the Past Five
Imperial Oil Limited board (Chair)
−Removed: Community collaboration and engagement committee
8 of 8 (100%)
−Removed: 1 of 1 (100%)
+Added: Community collaboration and engagement committee 1 of 1 (100%)
*no public board interlocks
3 unchanged sentences
Votes in Favour:
−Removed: 656,343,284 (97.33%)
Votes Withheld:
−Removed: 18,000,945 (2.67%)
– President, Imperial Oil Limited (2019 – present)
+Added: 586,247,361 (97.39%)
+Added: 15,684,820 (2.61%)
– President, ExxonMobil Upstream Ventures
4 unchanged sentences
Skills and experience:
−Removed: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Financial expertise, Government relations, Executive compensation, Environment and sustainability, Risk management
−Removed: Crocker is senior vice-president, fuels at ExxonMobil Fuels & Lubricants Company since September, 2020.
−Removed: He is responsible for the downstream global fuels value chain, from crude to customer.
+Added: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations, Executive compensation, Risk management
+Added: Crocker is senior vice-president, product, strategy and new assets for ExxonMobil's Low Carbon Solutions business since
+Added: April, 2022 and is responsible for product development across the portfolio, creation and alignment on business strategies and has oversight for product execution and start-up of new assets.
Crocker has also held leadership positions within refining, upstream business development, chemicals and controllers.
−Removed: to his current position, Mr.
−Removed: Crocker was vice-president, strategy and portfolio management, covering the full scope of ExxonMobil’s upstream business.
+Added: Prior to his current position, Mr.
+Added: Crocker was senior vice-president, fuels, at ExxonMobil Fuels and Lubricants Company, responsible for the global fuels value chain, from crude to customer.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
6 unchanged sentences
*No share ownership guidelines apply
−Removed: Board and Standing Committee Membership
−Removed: Meeting Attendance
+Added: Board and Standing Committee Membership Meeting Attendance 2022
Public Company Directorships in the Past
−Removed: Imperial Oil Limited board
−Removed: Executive resources committee
−Removed: Public policy and corporate responsibility committee
−Removed: Nominations and corporate governance committee
−Removed: Community collaboration and engagement committee
−Removed: 6 of 6 (100%)
−Removed: 3 of 3 (100%)
−Removed: 2 of 2 (100%)
−Removed: 5 of 5 (100%)
−Removed: 1 of 1 (100%)
+Added: Imperial Oil Limited board 8 of 8 (100%)
+Added: Executive resources committee 7 of 7 (100%)
*no public board interlocks
+Added: Safety and sustainability committee 4 of 4 (100%)
+Added: Nominations and corporate governance committee 6 of 6 (100%)
+Added: Community collaboration and engagement committee 1 of 1 (100%)
Voting Results of 2022 Annual General Meeting:
2 unchanged sentences
Votes in Favour:
−Removed: 671,381,457 (99.56%)
Votes Withheld:
+Added: – Senior vice president, fuels, ExxonMobil Fuels & Lubricants Company, (2020 – Present) (Affiliate)
577,063,393 (95.87%)
−Removed: - Senior vice president, fuels, ExxonMobil Fuels & Lubricants Company
−Removed: (2020 – Present) (Affiliate)
+Added: 24,868,788 (4.13%)
– Vice-president, strategy and portfolio management, ExxonMobil Upstream Business Development Company (2019 – 2020) (Affiliate)
1 unchanged sentence
– Vice-president, intermediates, performance derivatives, ExxonMobil Chemical Company (2017 – 2019) (Affiliate)
−Removed: - Project executive, ExxonMobil Refining & Supply (2016 – 2017) (Affiliate)
−Removed: Toronto, Ontario, Canada
+Added: Vancouver, British Columbia, Canada
Nonemployee director (independent)
Director since :
+Added: Not currently a member of the board;
+Added: first nomination for election as director
Skills and experience:
−Removed: Leadership of large organizations, Project management, Global experience, Strategy development, Audit committee financial expert, Financial expertise, Executive compensation, Environment and sustainability, Risk management
−Removed: Hoeg was the president and chief executive officer of Corby Distilleries Limited from 1996 until her retirement in February 2007.
−Removed: She previously held several positions in the finance and controllers functions of Allied Domecq PLC and Hiram Walker & Sons Limited.
−Removed: Prior to that, she spent five years in public practice as a
−Removed: chartered accountant with the accounting firm Touche Ross.
−Removed: She is currently a director of New Flyer Industries Inc.
−Removed: and is also a director of Revera Inc., Arterra Wines Canada Inc., and Duo Bank of Canada and Duo Financial Corporation, privately owned corporations.
−Removed: Hoeg is a past chair of the board of the Michael Garron Hospital.
+Added: Leadership of large organizations, Project management, Global experience, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Executive compensation, Risk management
+Added: Sharon Driscoll is the executive vice-president and advisor to the chief executive officer of Ritchie Bros.
+Added: Auctioneers Incorporated.
+Added: Driscoll joined Ritchie Bros.
+Added: in July 2015 as the chief financial officer where she led global financial operations including capital allocation, financing strategies, treasury operations, risk management, investor relations and regulatory compliance.
+Added: Driscoll also served as Co-CEO in 2019 to support the company's planned CEO transition.
+Added: Prior to joining Ritchie Bros., Ms.
+Added: Driscoll served as the executive vice-president and chief financial officer for Katz Group Canada Ltd.
+Added: from 2013 to 2015 and senior vice-president and chief financial officer at Sears Canada Inc.
+Added: from 2008 to 2013.
+Added: Driscoll is a Chartered Professional Accountant and has a Bachelor of Commerce (Honours) degree from Queen’s University.
+Added: Driscoll also serves as a director of Empire Company Limited.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
6 unchanged sentences
*Meets the necessary share ownership requirements
−Removed: Board and Standing Committee Membership
+Added: Board and Standing Committee Membership Meeting
Attendance 2022
Public Company Directorships in the Past Five
−Removed: Imperial Oil Limited board
−Removed: Audit committee (Chair)
−Removed: Executive resources committee
−Removed: Public policy and corporate responsibility committee
−Removed: Nominations and corporate governance committee
−Removed: Community collaboration and engagement committee
−Removed: 10 of 10 (100%)
−Removed: 5 of 5 (100%)
−Removed: 6 of 6 (100%)
−Removed: 3 of 3 (100%)
−Removed: 7 of 7 (100%)
−Removed: 1 of 1 (100%)
−Removed: - New Flyer Industries Inc.
−Removed: (2015 – Present)
+Added: Not currently a member of the board or any of its committees n/a – Empire Company Limited (2018 – Present)
*no public board interlocks
3 unchanged sentences
Votes in Favour:
−Removed: 664,148,118 (98.49%)
Votes Withheld:
−Removed: 10,196,111 (1.51%)
−Removed: Toronto, Ontario, Canada
+Added: – Ritchie Bros.
+Added: Auctioneers Incorporated, Executive vice-president and advisor to CEO (2022 – present)
+Added: – Ritchie Bros.
+Added: Auctioneers Incorporated, Chief financial officer (2015 - 2022)
+Added: – Ritchie Bros.
+Added: Auctioneers Incorporated, Chief financial officer and Co-chief executive officer (2019)
+Added: Oakville, Ontario, Canada
Nonemployee director (independent)
Director since :
−Removed: July 26, 2018
−Removed: Global experience, Strategy development, Audit committee financial expert, Financial expertise, Information technology/cybersecurity oversight, Executive compensation, Environment and sustainability, Risk management
−Removed: Hubbs is currently an independent director of Nutrien Ltd.
−Removed: and PSP Investments (Public Sector Pension Investment Board).
−Removed: Hubbs serves as vice-chair of the board of the Canadian Red Cross.
−Removed: Prior to retirement in 2011, Ms.
−Removed: Hubbs was executive vice president and managing director of McLean Budden, one of Canada’s
−Removed: leading investment managers.
−Removed: Hubbs holds a BSc from Western University and an MBA from Schulich School of Business at York University and is a CFA charterholder.
−Removed: 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.
+Added: Not currently a member of the board;
+Added: first nomination for election as director
+Added: Skills and experience:
+Added: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations, Information technology/cybersecurity oversight, Executive compensation, Risk management
+Added: Floren is the former president and chief executive officer of Methanex Corporation, and prior to that appointment held the
+Added: positions of senior vice-president, global marketing and logistics and regional director, marketing and logistics, North America.
+Added: Floren was an employee of Methanex for approximately 22 years and has worked in the chemical industry for over 37 years.
+Added: He currently serves as a director of West Fraser Timber Co.
+Added: Floren holds a Bachelor of Arts in Economics from the University of Manitoba and attended the Harvard Business School’s Program for Management Development, the International Executive Program at INSEAD and completed the Directors Education Program at the Institute of Corporate Directors.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
6 unchanged sentences
*Meets the necessary share ownership requirements
−Removed: Board and Standing Committee Membership
+Added: Board and Standing Committee Membership Meeting
Attendance 2022
Public Company Directorships in the Past Five
−Removed: Imperial Oil Limited board
−Removed: Audit committee
−Removed: Executive resources committee
−Removed: Public policy and corporate responsibility committee
−Removed: Nominations and corporate governance committee
−Removed: Community collaboration and engagement committee (Chair)
−Removed: 10 of 10 (100%)
−Removed: 5 of 5 (100%)
−Removed: 6 of 6 (100%)
−Removed: 3 of 3 (100%)
−Removed: 7 of 7 (100%)
−Removed: 1 of 1 (100%)
−Removed: - Nutrien Ltd.
+Added: Not currently a member of the board or any of its committees n/a – West Fraser Timber Co.
(2016 – present)
−Removed: - Agrium Inc.
−Removed: (2016 – 2018)
−Removed: - Spectra Energy Corporation (2015 – 2017)
+Added: – Methanex Corporation (2013 - 2022)
*no public board interlocks
3 unchanged sentences
Votes in Favour:
−Removed: 669,057,757 (99.22%)
Votes Withheld:
−Removed: 5,286,472 (0.78%)
−Removed: Calgary, Alberta, Canada
+Added: – Methanex Corporation, President and chief executive officer (2013 – 2022)
+Added: Castle Pines, Colorado, United States of America
Nonemployee director (independent)
Director since :
−Removed: April 21, 2005
+Added: Not currently a member of the board;
+Added: first nomination for election as director
Skills and experience:
−Removed: Global experience
−Removed: , Strategy development, Financial expertise, Government relations, Academic/research, Executive compensation, Environment and sustainability, Risk management
−Removed: 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.
−Removed: Mintz also serves on the board of Alberta Health Services and is the Senior Fellow at the C.D.
−Removed: Howe Institute, Distinguished Fellow at the MacDonald-Laurier Distinguished Fellow at the
−Removed: MacDonald-Laurier Institute and Research Fellow at the International Tax and Investment Center (Washington D.C.).
−Removed: From 2006 to 2015, Dr.
−Removed: 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.
−Removed: Howe Institute.
−Removed: Prior to 2007, he also held professor positions at Queen’s University and the Joseph L.
−Removed: Rotman School of Management at the University of Toronto.
−Removed: 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.
−Removed: Mintz received the Order of Canada in 2015.
+Added: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations, Executive compensation, Risk management
+Added: Goldberg has more than 35 years of global experience in the mining industry, including in executive, operational and
+Added: strategic roles, and currently serves as a non-executive director of BHP Group Limited.
+Added: Goldberg served as the chief executive officer of Newmont Corporation from 2013 to 2019, and prior to that, was president and chief executive officer of Rio Tinto Minerals.
+Added: Goldberg was also a non-executive director of Port Waratah Coal Services Limited and Rio Tinto Zimbabwe, and served as vice-chair of the World Gold Council, treasurer of the International Council on Mining and Metals, and chair of the National Mining Association in the United States.
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)
6 unchanged sentences
*Meets the necessary share ownership requirements
−Removed: Board and Standing Committee Membership
+Added: Board and Standing Committee Membership Meeting
Attendance 2022
Public Company Directorships in the Past Five
−Removed: Imperial Oil Limited board
−Removed: Audit committee
−Removed: Executive resources committee
−Removed: Public policy and corporate responsibility committee (Chair)
−Removed: Nominations and corporate governance committee
−Removed: Community collaboration and engagement committee
−Removed: 10 of 10 (100%)
−Removed: 5 of 5 (100%)
−Removed: 6 of 6 (100%)
−Removed: 3 of 3 (100%)
−Removed: 7 of 7 (100%)
−Removed: 1 of 1 (100%)
−Removed: - Morneau Shepell Inc.
−Removed: (2010 – 2020)
+Added: Not currently a member of the board or any of its committees n/a – BHP Group Limited (2020 – present)
+Added: – Newmont Corporation (previously Newmont Mining Corporation) (2013 – 2019)
*no public board interlocks
3 unchanged sentences
Votes in Favour:
−Removed: 643,739,018 (95.46%)
Votes Withheld:
−Removed: 30,605,211 (4.54%)
−Removed: Scottsdale, Arizona, United States of America
+Added: – Newmont Corporation, Executive advisor (2019 – 2020)
+Added: n/a n/a – Newmont Corporation, Chief executive officer (2018 – 2019)
+Added: – Newmont Corporation, President and chief executive officer (2013 – 2018)
+Added: Toronto, Ontario, Canada
Nonemployee director (independent)
−Removed: April 29, 2010
+Added: Director since :
+Added: July 26, 2018
Skills and experience:
−Removed: 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
−Removed: In July 2007, Mr.
−Removed: Sutherland retired as president and chief executive officer of the former IPSCO, Inc.
−Removed: after spending 30 years with the company and more than five years as president and chief executive officer.
−Removed: Sutherland is the chairman of the board of United States Steel Corporation and director of GATX Corporation.
−Removed: Sutherland is also chairman of Graham Group Ltd., an employee owned corporation.
−Removed: 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.
+Added: Global experience, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Information technology/cybersecurity oversight, Executive compensation, Risk management
+Added: Hubbs is currently an independent director of Nutrien Ltd.
+Added: and also serves as a director of PSP Investments (Public Sector
+Added: Pension Investment Board), New Self-Regulatory Organization of Canada and serves as vice-chair of the board of the Canadian Red Cross.
+Added: Prior to retirement in 2011, Ms.
+Added: Hubbs was executive vice president and managing director of McLean Budden, one of Canada’s leading investment managers.
+Added: Hubbs holds a BSc from Western University and an MBA from Schulich School of Business at York University and is a CFA charterholder.
+Added: 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)
3 unchanged sentences
Holdings as at February 8, 2023 (#)
+Added: 0 16,735 16,735 15,600 32,335
Total market value as at February 8, 2023 ($)
+Added: 0 1,164,254 1,164,254 1,085,292 2,249,546
Year over year change (#) 0 2,352 2,352 3,300 5,652
*Meets the necessary share ownership requirements
−Removed: Board and Standing Committee Membership
+Added: Board and Standing Committee Membership Meeting
Attendance 2022
Public Company Directorships in the Past Five
−Removed: Imperial Oil Limited board
−Removed: Audit committee
−Removed: Executive resources committee (Chair)
−Removed: Public policy and corporate responsibility committee
−Removed: Nominations and corporate governance committee
−Removed: Community collaboration and engagement committee
−Removed: 10 of 10 (100%)
−Removed: 5 of 5 (100%)
−Removed: 6 of 6 (100%)
−Removed: 3 of 3 (100%)
−Removed: 7 of 7 (100%)
−Removed: 1 of 1 (100%)
−Removed: - GATX Corporation (2007 – Present)
−Removed: - United States Steel Corporation (2008 – Present)
+Added: Imperial Oil Limited board 8 of 8 (100%)
+Added: – Nutrien Ltd.
+Added: (2018 – present)
+Added: Audit committee 5 of 5 (100%)
+Added: – Agrium Inc.
+Added: (2016 – 2018)
+Added: Executive resources committee 7 of 7 (100%)
*no public board interlocks
+Added: Safety and sustainability committee 4 of 4 (100%)
+Added: Nominations and corporate governance committee 6 of 6 (100%)
+Added: Community collaboration and engagement committee (Chair)
+Added: 1 of 1 (100%)
Voting Results of 2022 Annual General Meeting:
2 unchanged sentences
Votes in Favour:
−Removed: 658,802,073 (97.70%)
Votes Withheld:
596,301,725 (99.06%)
+Added: 5,630,456 (0.94%)
Footnotes to director nominee tables on pages 112 through 115 :
−Removed: 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.
−Removed: The company’s plan for restricted stock units for nonemployee directors is described on page 140.
+Added: (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.
+Added: (b) The company’s plan for restricted stock units for nonemployee directors is described on page 142 .
The company’s plan for deferred share units for nonemployee directors is described on page 141 .
The company’s plan for restricted stock units for selected employees is described on page 163 .
−Removed: The numbers for the company’s restricted stock units represent the total of the outstanding restricted stock units received in 2015 through 2021 and deferred share units received since directors’ appointment.
−Removed: 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 $55.80 on February 15, 2022.
+Added: (c) The numbers for the company’s restricted stock units represent the total of the outstanding restricted stock units received in 2016 through 2022 and deferred share units received since directors’ appointment.
+Added: (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 $69.57 on February 8, 2023.
Director and nominee holdings in Exxon Mobil Corporation (a)
+Added: Director XOM Common
(#) XOM Restricted
+Added: (b) Total Common
Restricted Stock
2 unchanged sentences
Restricted Stock
−Removed: Holdings as at February 15, 2022.
+Added: Corson 120,676 73,850 194,526 29,759,204
+Added: Crocker 15,534 128,400 143,934 22,019,479
+Added: Sutherland 5,730 — 5,730 876,594
+Added: (a) Holdings as at February 8, 2023.
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.
+Added: Current directors D.W.
Cornhill, K.T.
Hubbs and J.M.
−Removed: Mintz do not own common shares or hold restricted stock of Exxon Mobil Corporation.
−Removed: 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.
−Removed: 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 $77.99 U.S., which is converted to Canadian dollars at the daily rate of exchange of $1.2741 provided by the Bank of Canada for February 15, 2022.
+Added: Mintz, and nominees S.R.
+Added: Goldberg, do not own common shares or hold restricted stock of Exxon Mobil Corporation.
+Added: (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.
+Added: (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 $113.92 U.S., which is converted to Canadian dollars at the daily rate of exchange of $1.3429 provided by the Bank of Canada for February 8, 2023.
Majority voting policy
−Removed: 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.
−Removed: As of the date of this circular, Exxon Mobil Corporation holds 69.6 percent of the company’s shares.
−Removed: If Exxon Mobil Corporation’s shareholdings were ever to fall below 50 percent, the company’s policy provides that for any non-contested
−Removed: 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.
−Removed: 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.
−Removed: Absent a compelling reason for the director to remain on the board, the board shall accept the resignation.
−Removed: The board will promptly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.
+Added: In 2022, amendments to the Canada Business Corporations Act came into force implementing majority voting requirements for uncontested director elections.
+Added: These amendments provide for the election of a director only if the number of “for” votes represents a majority of the votes cast both “for” and “against” the director.
+Added: Following the implementation of these amendments, the company’s existing majority voting policy was rendered redundant and was revoked by the board.
Corporate governance disclosure
+Added: Corporate governance disclosure
+Added: 2022 Corporate governance highlights
Corporate governance at a glance
−Removed: Controlled company
+Added: Statement of corporate governance practice
+Added: Composition of our board nominees
+Added: Tenure of our board nominees
+Added: Skills and experience of our board members and nominees
+Added: Independence of our board members and nominees
+Added: Committee membership of our board
+Added: Number of meetings
+Added: Attendance of our board members in 2022
+Added: Other public company directorships of our board members and nominees
+Added: Interlocking directorships of our board members
+Added: Director qualifications and selection process
+Added: Director orientation, education and development
+Added: Board performance assessment
+Added: Board and committee structure
+Added: Director compensation
+Added: Director compensation table
+Added: Outstanding share-based awards and option-based awards for directors
+Added: Incentive plan awards for directors - Value vested or earned during the year
+Added: Share ownership guidelines of independent directors and chairman, president and CEO
+Added: Ethical business conduct
+Added: Restrictions on insider trading
+Added: Shareholder engagement
+Added: Largest shareholder
+Added: Transactions with Exxon Mobil Corporation
+Added: 2022 Corporate governance highlights
+Added: • Five of seven of our directors and our director nominees are independent and meet the criteria for independence set by Canadian securities regulators, the SEC and the NYSE American LLC
+Added: • The directors are highly qualified with diversity of gender, background, experience and skill
+Added: • The company’s independent directors have significant stock ownership requirements, all of which have been met.
+Added: The independent directors collectively have more than $23.3 million in shareholdings in the company
+Added: • The independent directors regularly meet in executive sessions without management present
+Added: • Shares of the company are listed on the TSX and trade on the NYSE American LLC and our corporate governance practices comply with applicable policies and practices of each exchange
+Added: • 96% average vote in favour for the election of our directors at the 2022 annual meeting
+Added: • Two of seven or 29% of the directors and director nominees, and 11 of 24 or 46% of the executive officers of the company and its major subsidiaries are women
+Added: Corporate governance at a glance
+Added: Controlled company Yes
Size of board 7
−Removed: Number of independent directors
−Removed: Women on board
+Added: Number of independent directors (board and nominees) 5
+Added: Women on board (board and nominees) 2
Average attendance of directors at board and committee meetings 99%
−Removed: Independent chair of the executive sessions
−Removed: In camera sessions of independent directors at every board meeting
+Added: Independent chair of the executive sessions Yes
+Added: In camera sessions of independent directors at every board meeting Yes
Independent status of audit committee 100%
−Removed: Audit committee members financially literate
+Added: Audit committee members financially literate All
Independent status of executive resources committee 83%
Independent status of nominations and corporate governance committee 83%
−Removed: Majority of independent directors on all committees
−Removed: Individual director elections
−Removed: Average tenure of director nominees (approximate)
−Removed: Average age of director nominees (approximate)
−Removed: Mandatory retirement age
−Removed: Majority voting policy
−Removed: Separate board chair and CEO
−Removed: Number of board interlocks
−Removed: No director serves on more than two boards of another reporting issuer
−Removed: Share ownership requirements for independent directors
−Removed: Share ownership requirements for chairman and chief executive officer
−Removed: Board orientation and education program
−Removed: Code of business conduct and ethics
−Removed: Board and committee charters
−Removed: Position descriptions for the chairman and chief executive officer and the chair of each committee
−Removed: Skills matrix for directors
−Removed: Annual board evaluation process
−Removed: Annual advisory vote on executive compensation
−Removed: Dual-class shares
−Removed: Change of control agreements
+Added: Majority of independent directors on all committees Yes
+Added: Individual director elections Yes
+Added: Average tenure of director nominees (approximate) 2 years
+Added: Average age of director nominees (approximate) 60 years
+Added: Mandatory retirement age 72 years
+Added: Separate board chair and CEO No
+Added: Number of board interlocks None
+Added: No director serves on more than two boards of another reporting issuer Yes
+Added: Share ownership requirements for independent directors Yes
+Added: Share ownership requirements for chairman and chief executive officer Yes
+Added: Board orientation and education program Yes
+Added: Code of business conduct and ethics Yes
+Added: Board and committee charters Yes
+Added: Position descriptions for the chairman and chief executive officer and the chair of each committee Yes
+Added: Skills matrix for directors Yes
+Added: Annual board evaluation process Yes
+Added: Annual advisory vote on executive compensation No
+Added: Dual-class shares No
+Added: Change of control agreements No
Statement of corporate governance practice
2 unchanged sentences
The company is committed to high corporate governance standards and best practices.
−Removed: The company’s corporate governance policies and practices comply with and in most cases exceed the requirements of National Instrument 52-110
−Removed: Audit Committees
−Removed: National Policy 58-201
−Removed: Corporate Governance Guidelines
−Removed: and National Instrument 58-101
−Removed: Disclosure of Corporate Governance Practices
+Added: 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.
4 unchanged sentences
Tenure of our board nominees
−Removed: The board charter provides that incumbent directors will not be re-nominated
−Removed: if they have attained the age of 72, except under exceptional circumstances and at the request of the chairman.
−Removed: Hoeg and D.S.
−Removed: Sutherland have reached the company’s mandatory retirement age for directors in 2022.
−Removed: However, the ongoing COVID-19
−Removed: pandemic has given rise to a rapidly evolving business environment, has created new challenges in relation to health, safety, and operational integrity, and has impacted the timing and progress of the board’s director recruitment process.
−Removed: Given these exceptional circumstances, the board recognizes the value of stability and continuity as these challenges continue to evolve.
−Removed: Therefore, at the request of the chairman and in accordance with the board charter, the nominations and corporate governance committee supported, and the board approved, Ms.
−Removed: Sutherland’s nomination for re-election
−Removed: for one further year.
−Removed: Following the annual meeting of shareholders, the company will continue its director recruitment process and any announcements of new directors will be made as they are available.
+Added: 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.
+Added: Mintz and D.S.
+Added: Sutherland are not standing for re-election in 2023 as they have reached the company’s mandatory retirement age for directors.
+Added: In anticipation of these retirements, the board undertook an extensive director recruitment process resulting in S.R.
+Added: Floren and G.J.
+Added: Goldberg being nominated for election to the board for the first time.
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
−Removed: Years of service on the board
−Removed: Year of expected retirement from
+Added: Years of service on the board Year of expected retirement from
the board for independent directors
+Added: Cornhill 5 years
+Added: Corson 3 years
+Added: Crocker 2 years
+Added: Hubbs 4 years
+Added: Floren, and G.J.
+Added: Goldberg are being nominated for election as directors at the annual meeting of shareholders and are not currently directors.
Skills and experience of our board members and nominees
3 unchanged sentences
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.
+Added: Sutherland (b)
Leadership of large organizations ü ü ü ü ü ü ü ü
7 unchanged sentences
Government relations ü ü ü ü ü ü
−Removed: Academic / research
Information technology / cybersecurity oversight ü ü
1 unchanged sentence
Risk management ü ü ü ü ü ü ü ü ü ü
+Added: Floren and G.J.
+Added: Goldberg are being nominated for election as directors at the annual meeting of shareholders and are not currently directors.
+Added: Mintz and D.S.
+Added: Sutherland are currently directors but are not standing for re-election at the annual meeting of shareholders.
Independence of our board members and nominees
Five out of seven of the director nominees are independent.
−Removed: The board is currently composed of seven directors, all of whom will be standing for re-election
−Removed: at the annual meeting of shareholders on May 3, 2022.
+Added: The board is currently composed of seven directors, four of whom will be standing for re-election at the annual meeting of shareholders on May 2, 2023.
+Added: Mintz and D.S.
+Added: Sutherland will not stand for re-election in 2023 as they have reached the company's mandatory retirement age for directors.
+Added: Floren and G.J.
+Added: Goldberg are being nominated for election as directors at the annual meeting of shareholders and are not currently directors .
The majority of the board and nominees (five out of seven) are independent.
−Removed: The independent directors are not employees of the company.
−Removed: The board determines independence on the basis of the standards specified by National Instrument
−Removed: Audit Committees
+Added: The independent directors and nominees are not employees of the company.
+Added: 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.
4 unchanged sentences
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.
−Removed: Crocker is also a non-independent
−Removed: director as he is an employee of Exxon Mobil Corporation.
+Added: Crocker is also a non-independent director as he is an employee of Exxon Mobil Corporation.
The company believes that Mr.
−Removed: Crocker, although deemed non-independent
−Removed: under the relevant standards by virtue of his employment, can be viewed as independent of the company’s management and that his ability to reflect the perspective of the company’s shareholders enhances the effectiveness of the board.
−Removed: Name of director
−Removed: Reason for non-independent
+Added: Crocker, although deemed non-independent under the relevant standards by virtue of his employment, can be viewed as independent of the company’s management and that his ability to reflect the perspective of the company’s shareholders enhances the effectiveness of the board.
+Added: Name of director and nominee
+Added: Reason for non-independent status
Corson is a director and chairman, president and
1 unchanged sentence
Crocker is an employee of Exxon Mobil Corporation.
−Removed: Brownell did not stand for re-election
−Removed: in 2021 and resigned from the board and its committees on May
−Removed: 4, 2021, and was not independent during his tenure in 2021.
+Added: Sutherland (b)
+Added: Floren and G.J.
+Added: Goldberg are being nominated for election as directors at the annual meeting of shareholders and are not currently directors.
+Added: Mintz and D.S.
+Added: Sutherland are current directors, but are not standing for re-election at the annual meeting of shareholders.
Committee membership of our board
2 unchanged sentences
The chart below shows the company’s current standing committee memberships and the chair of each committee.
−Removed: and corporate
−Removed: Public policy
+Added: Director Nominations
and corporate
−Removed: responsibility
+Added: Safety and sustainability committee
collaboration
Sutherland (c)
−Removed: Not independent directors.
−Removed: 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.
−Removed: Audit committee financial experts under U.S.
+Added: (a) Not independent directors.
+Added: (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.
+Added: (c) Audit committee financial experts under U.S.
regulatory requirements.
In addition to its standing committees, the board may establish ad hoc committees or special committees from time to time.
−Removed: On September 30, 2021, a special committee of independent directors was created for the purposes of considering certain matters.
−Removed: The special committee is chaired by D.W.
−Removed: consists of the five independent directors.
+Added: Two special committees of independent directors were active during 2022;
+Added: one that was established in September, 2021, and one that was established in September, 2022, both for the purposes of considering certain matters.
+Added: The special committees were chaired by D.W.
+Added: Cornhill and consisted of the five independent directors.
Number of meetings
The chart below shows the number of board and standing committee meetings held in 2022.
−Removed: This includes seven regular meetings and three additional special meetings of the board.
−Removed: Due to public health recommendations and restrictions related to COVID-19
−Removed: and for the health and safety of our directors and employees, all meetings in 2021 were conducted virtually.
−Removed: More information on the board’s activities in relation to COVID-19
−Removed: can be found in the Risk oversight section starting on page 129.
+Added: This includes seven regular meetings and one additional special meeting of the board.
+Added: With restrictions related to COVID-19 easing throughout the year, the majority of the board meetings in 2022 returned to an in-person format.
+Added: More information on the board’s activities in relation to COVID-19 can be found in the Risk oversight section starting on page 130 .
Meetings of the board and standing committees in 2022:
−Removed: Audit committee
−Removed: Executive resources
−Removed: Public policy and
−Removed: responsibility
−Removed: Nominations and
−Removed: collaboration and
+Added: Safety and sustainability committee
+Added: collaboration
Attendance of our board members in 2022
4 unchanged sentences
Senior management directors and other members of management periodically attend standing committee meetings at the request of the committee chair.
−Removed: Public policy
−Removed: and corporate
−Removed: responsibility
+Added: Safety and sustainability
collaboration
−Removed: Percentage by
−Removed: Brownell did not stand for re-election
−Removed: in 2021 and resigned from the board and its committees on May 4, 2021.
−Removed: Crocker was elected to the board and its committees on May 4, 2021.
+Added: — — — — 1 of 1
+Added: 100% 100% 98% 96% 100% 100% 100% 195 of 197
+Added: (a) In 2023, the public policy and corporate responsibility committee was changed to the safety and sustainability committee.
Other public company directorships of our board members and nominees
1 unchanged sentence
The following table shows which directors and nominees serve on the boards of other reporting issuers and the committee memberships in those companies.
−Removed: Other reporting issuers of
+Added: director or nominee Other reporting issuers of
which director or nominee
is also a director
−Removed: Type of company
+Added: Type of company Stock
Committee appointments
−Removed: Diversified energy company
−Removed: No committees
−Removed: New Flyer Industries Inc.
−Removed: Manufacturer of heavy duty transit buses
−Removed: Audit committee
−Removed: Fertilizer manufacturing
−Removed: NTR:TSX, NYSE
−Removed: Corporate governance and nominating committee and Safety and sustainability committee (chair)
−Removed: GATX Corporation
−Removed: Commercial rail vehicles and aircraft engines – shipping
−Removed: Compensation committee (chair) and Governance committee
+Added: Cornhill AltaGas Ltd.
+Added: Diversified energy company ALA:TSX No committees
+Added: Corson — — — —
+Added: Crocker — — — —
+Added: Driscoll Empire Company Limited Food retailing EMP.A:TSX Audit committee (chair),
+Added: Nominating and governance committee, and Corporate governance and social responsibility committee
+Added: Floren West Fraser Timer Co.
+Added: Ltd Basic Materials- Forest Products WFG:TSX Health, safety and environment committee (chair), and Human resources and compensation committee, and Governance and nominating committee
+Added: Goldberg BHP Group Limited Basic Materials- Other industrial Metals and mining BHP:ASX Sustainability committee (chair) and Nominations and governance committee
+Added: Hoeg New Flyer Industries Inc.
+Added: Manufacturer of heavy duty transit buses NFI:TSX Audit committee
+Added: Hubbs Nutrien Ltd.
+Added: Fertilizer manufacturing NTR:TSX, NYSE Human resources and compensation committee and Safety and sustainability committee (chair)
+Added: Mintz — — — —
+Added: GATX Corporation Commercial rail vehicles and aircraft engines – shipping GMT:NYSE Compensation committee (chair)
United States
Steel Corporation
−Removed: Iron and steel
−Removed: Chairman of the board
+Added: Iron and steel X:NYSE Chairman of the board
Interlocking directorships of our board members
18 unchanged sentences
• Expertise in managing relations with government (Government relations)
−Removed: Experience in academia or in research (Academic / research)
• Expertise in information technology and cybersecurity oversight (Information technology / cybersecurity oversight)
7 unchanged sentences
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.
+Added: More detailed information on diversity of the board, including in connection with the director recruitment process in 2022, can be found at page 148 .
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 16,500 common shares, deferred share units and restricted share units within five years of becoming an independent director.
−Removed: When the committee is recommending candidates for re-nomination,
−Removed: it assesses such candidates against the criteria for re-nomination
−Removed: as set out in paragraph 10 (b) of the Board of Directors Charter found in Appendix A of this circular.
−Removed: Candidates for re-nomination
−Removed: 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.
+Added: 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.
+Added: 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.
−Removed: Under exceptional circumstances, the nominations and
−Removed: corporate governance committee, on the request of the chairman, may continue to support the nomination of a director who has attained the mandatory retirement age.
−Removed: Hoeg and D.S.
−Removed: Sutherland have reached the company’s mandatory retirement age for directors in 2022.
−Removed: As a result, the committee did initiate a director recruitment process in 2021, however, the ongoing COVID-19
−Removed: pandemic has given rise to a rapidly evolving business environment, it has created new challenges in relation to health, safety, and operational integrity, and it has impacted the timing and progress of the director recruitment process.
−Removed: In light of these considerations, the committee and the board recognize the value of stability and continuity as these challenges continue to evolve.
−Removed: Therefore, in accordance with the board charter, the committee supported, and the board approved, Ms.
−Removed: Sutherland’s nomination for re-election
−Removed: for one further year.
−Removed: Following the annual meeting of shareholders, the committee will continue its director recruitment process and any announcements of new directors will be made as they are available.
+Added: Under exceptional circumstances, the nominations and corporate governance committee, on the
+Added: request of the chairman, may continue to support the nomination of a director who has attained the mandatory retirement age.
+Added: In anticipation of K.T.
+Added: Mintz and D.S.
+Added: Sutherland reaching mandatory retirement age, the board and nominations and corporate governance committee began an extensive director recruitment process in 2021, including engaging executive search firms to cultivate a diverse selection of potential nominees.
+Added: The board reviewed the recruitment process on a regular basis, including discussing numerous candidates, conducting extensive interviews and ensuring that all board members had the opportunity to meet the candidates to ensure a strong fit for the board.
+Added: This process has resulted in three new nominees for the 2023 annual meeting, S.R.
+Added: Floren and G.J.
+Added: Goldberg, to replace Ms.
+Added: Mintz and Mr.
+Added: Sutherland upon their retirement.
+Added: Driscoll brings extensive chief financial officer, chief executive officer and board experience through various roles at Ritchie Bros.
+Added: Auctioneers Incorporated, service as a director of Empire Company Limited and other corporate experience.
+Added: Floren is the former president and chief executive officer of Methanex Corporation, with over 37 years experience in the chemicals industry and currently serving on the board of West Fraser Timber Co.
+Added: Goldberg has more than 35 years of global experience including substantial chief executive officer experience in the mining industry, has served on various mining industry councils and organizations and is currently a nonemployee director of BHP Group Limited.
+Added: The board is pleased to welcome these highly experienced and successful individuals as nominees, and looks forward to their leadership and oversight for the company.
Director orientation, education and development
−Removed: The company regularly provides in-depth
−Removed: presentations to the directors on relevant
+Added: The company regularly provides in-depth presentations to the directors on relevant
and emerging issues and encourages continuing education opportunities.
2 unchanged sentences
New directors are also briefed on significant company policies, organizational structure, security, information technology management and on critical planning and reserves processes.
−Removed: 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,
−Removed: 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.
−Removed: Continuing education is provided to board and committee members through regular presentations by management, which focus on providing more in-depth
−Removed: information about key aspects of the business.
+Added: 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.
+Added: Floren and G.J.
+Added: Goldberg being nominated for election for the first time this year, the corporate secretary plans to commence an extensive orientation program shortly after their election to the board.
+Added: 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.
−Removed: Due to public health recommendations and restrictions related to COVID-19,
−Removed: a site visit was not possible in 2021.
−Removed: The board continued to engage with management on pandemic specific topics such as response and mitigation plans and actions, health and safety initiatives, site-specific issues and strategic financial and business actions in response to the pandemic.
−Removed: More information on the board’s activities in relation to COVID-19
−Removed: can be found in the Risk oversight section starting on page 129.
−Removed: Further, with strengthening market conditions throughout the year, the board focused on strategic direction, operational priorities, capital allocation and enhancing shareholder returns.
−Removed: The board also reviewed and discussed the company’s various environmental, social and governance initiatives, including the company’s founding membership in the Oil Sands Pathways to Net Zero initiative.
+Added: These site visits help directors better understand the strengths and business opportunities unique to various operations and markets across the country, and enhance the board’s perspective of the integrated nature of the company’s business.
+Added: In September 2022, the board visited the Sarnia refinery, chemical plant and research centre for a tour of the facilities and presentations specific to the operations and research at Sarnia.
Throughout 2022, the board and its committees received regular presentations and updates that focused on performance, strategy and opportunities for the business.
−Removed: Some of these presentations included ongoing reviews of upstream and downstream performance and plans, numerous environmental reviews including Canada climate policy updates, sustainability report and disclosure and emissions performance reviews, safety performance reviews, internal audit reviews, a pension management review, a review of harassment in workplace policy stewardship, community engagement strategy, a competition and anti-corruption review and an upstream research review.
−Removed: 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.
+Added: Some of these presentations included ongoing reviews of upstream and downstream performance, plans and strategies, internal audit reviews, a pension management review, a review of harassment in workplace policy stewardship, community engagement strategy, litigation reviews, conflict of interest and ethics reviews and a competition and anti-corruption review.
+Added: Recognizing the importance of cybersecurity oversight for the company, 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.
+Added: The board continued to engage with management on pandemic specific topics throughout 2022, such as response and mitigation plans and actions, health and safety initiatives, strategic business actions and the company’s response to the gradual lessening of restrictions across Canada over the year.
+Added: With strong market conditions and business performance throughout the year, the board focused on strategic direction, operational priorities, capital allocation and prioritizing shareholder returns.
+Added: This included reviews and approval of the acceleration of the company's normal course issuer bid and the completion of two substantial issuer bids during the year, as well as the sale of the company’s interests in XTO Energy Canada with proceeds used to reduce the company’s outstanding debt.
+Added: The board also reviewed and discussed the company’s various environmental, social and governance initiatives throughout the year, including the publication of the company’s advancing climate solutions and sustainability reports.
+Added: There was a continued focus by the board on the company’s progress with emissions reduction initiatives, including the company’s founding membership in the Oil Sands Pathways to Net Zero initiative and setting and tracking emissions reduction goals.
+Added: The board also undertook reviews of disclosure and emissions performance, safety performance and Canada climate policy updates.
+Added: More information on the board’s role in relation to the environment can be found in the Risk oversight section starting on page 130 .
Members of ExxonMobil’s management also provide reviews of various aspects of ExxonMobil’s global business.
−Removed: In 2021, the directors received a presentation on ExxonMobil’s cybersecurity update, as well as an overview of ExxonMobil’s research and development efforts.
−Removed: 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.
+Added: In 2022, the directors received a presentation on ExxonMobil’s cybersecurity update, as well as an overview of ExxonMobil’s corporate strategy and the ExxonMobil Outlook for Energy.
+Added: Members of the board 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.
12 unchanged sentences
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.
−Removed: Through more than 38 years of experience with ExxonMobil and Imperial, the current chief executive officer possesses an in-depth
−Removed: knowledge of the evolving energy industry supply and demand fundamentals and the array of challenges to be faced by the company.
+Added: Through more than 39 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.
8 unchanged sentences
These meetings are held in the absence of management.
−Removed: The independent directors held ten executive sessions in 2021.
+Added: The independent directors held eight executive sessions in 2022.
The purposes of the executive sessions of the board include the following:
1 unchanged sentence
• discussing the need to communicate to the chairman of the board any matter of concern raised by any committee or director;
−Removed: addressing issues raised but not resolved at meetings of the board and assessing any follow-up
−Removed: needs with the chairman of the board;
+Added: • 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;
8 unchanged sentences
Corson is also a member of the community collaboration and engagement committee.
+Added: In 2023, the name of the public policy and corporate responsibility committee was changed to the safety and sustainability committee.
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.
23 unchanged sentences
For example, the audit committee oversees the company’s system of internal accounting and financial controls, and the executive resources committee oversees the compensation programs and practices in relation to risk management.
−Removed: The public policy and corporate responsibility committee oversees the policies and practices that manage environment, health, safety and security risk.
−Removed: This includes reviews of compliance with legislation and the assessment of public policy impacts on corporate performance, health and safety systems and performance, and the risks, actions and disclosure associated with climate change.
+Added: The safety and sustainability committee oversees the policies and practices that manage environment, health, safety and security risk.
+Added: This includes reviews of compliance with legislation and the assessment of public policy impacts on corporate performance, health and safety systems and performance, and the risks, actions and disclosure associated with climate change and the energy transition.
As part of this assessment, the committee reviews the company’s commitments to environmental sustainability priorities such as progressive reclamation, decommissioning and remediation, water conservation and use, air quality improvement, waste management and land use and biodiversity.
−Removed: Additionally, the board of directors evaluates climate change risk in the context of overall enterprise risk, including other operational, strategic, and financial risks.
−Removed: The company considers the interactions among these factors as it pursues a strategy that is resilient to a wide range of potential pathways for society’s energy transition while continuing to grow shareholder value.
+Added: Additionally, the committee and board provides oversight over the company's emission reduction goals, including the company's announcement in 2022 to reduce greenhouse gas emissions intensity (Scope 1, 2) for its operated oil sands facilities by 30 percent by 2030 relative to 2016 levels.
+Added: As part of the company’s efforts to provide solutions that lower the greenhouse gas emissions intensity of its operations and to provide lower life-cycle emission products to its customers, Imperial has also implemented a company-wide goal to achieve net-zero emissions (Scope 1, 2) by 2050 in its operated assets through collaboration with government and other industry partners.
+Added: The board of directors evaluates climate change risk in the context of overall enterprise risk, including other operational, strategic, and financial risks.
+Added: Imperial's board is actively engaged and committed to overseeing the company's efforts as it pursues a strategy that is resilient to a wide range of potential pathways for society’s energy transition while continuing to grow shareholder value.
+Added: The COVID-19 pandemic and market conditions within the energy industry starting in 2020 has placed a significant emphasis on the board’s role in risk oversight.
+Added: Throughout 2022, the board remained fully engaged on the company’s business and emergency response plans, health and safety protocols, market conditions and the company’s response to the gradual lessening of restrictions across Canada over the year.
The board and its committees carry out their risk oversight responsibility through regular reviews and assessments.
1 unchanged sentence
The board carefully considers various factors and risks in connection with specific proposals for capital expenditures, budget additions and strategic initiatives, as well as in evaluating strategic plans.
+Added: Members of the board ask questions of management to ensure risks are identified, assessed, mitigated, and monitored.
+Added: 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.
In the annual planning process, consideration is given to a diverse set of risks and other factors that may influence future energy supply and demand trends, including technological advancements, regulation and government policies, climate change, greenhouse gas restrictions, and other general economic conditions.
2 unchanged sentences
Business plans and strategies are reviewed on an annual basis and approved by the board.
−Removed: Members of the board ask questions of management to ensure risks are identified, assessed, mitigated, and monitored.
−Removed: 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.
−Removed: However, a site visit was not possible in 2021 due to public health recommendations and restrictions related to COVID-19.
−Removed: pandemic and market conditions within the energy industry starting in 2020 has placed a significant emphasis on the board’s role in risk oversight.
−Removed: Throughout 2021, the board remained fully engaged on the company’s extensive business and emergency response plans and health and safety protocols in response to COVID-19.
−Removed: The board continuously reviewed and discussed with management the impact of COVID-19
−Removed: and market conditions on performance, business strategies, employees and the community.
−Removed: The board also guided the company through improving market conditions while maintaining focus on the health and safety of the company’s employees, contract partners, customers and communities.
−Removed: Each committee continued to support the board by holding reviews and discussions of COVID-19
−Removed: topics specific to their responsibilities.
−Removed: For example, the community collaboration and engagement committee oversaw numerous initiatives to support the community through this challenging period, including the second round of a free fuel promotion for healthcare workers and an initiative to promote mental health across Canada, among other initiatives.
−Removed: The table on the following pages provides additional oversight and other information about the board and its five standing committees:
+Added: The tables on the following pages provides additional oversight and other information about the board and its five standing committees:
Board of directors
2 unchanged sentences
The formal mandate of the board can be found within the Board of Directors Charter in Appendix A of this circular.
+Added: The board is satisfied that its activities over the year have fulfilled its mandate.
+Added: Directors ● B.W.
Corson (chair)
−Removed: Ten meetings of the board of directors were held in 2021, which included three special meeting of the board.
+Added: meetings Eight meetings of the board of directors were held in 2022, 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.
−Removed: The independent directors held ten executive sessions in 2021.
+Added: The independent directors held eight executive sessions in 2022.
highlights in
4 unchanged sentences
● Discussed comprehensive company strategy for all business lines, including a focus on capital allocation and discipline.
−Removed: Approved various avenues for enhancing shareholder returns such as increasing dividends and amending, renewing and accelerating the company’s normal course issuer bid programs.
+Added: ● Implemented various mechanisms for enhancing shareholder returns, such as increasing the dividend, renewing and accelerating the company’s normal course issuer bid program, and two substantial issuer bids.
● Provided oversight in support of safety, environmental performance and sustainability.
−Removed: Regularly discussed climate change policies, risks and Imperial’s climate strategy, including the company’s founding partnership in the Oil Sands Pathways to Net Zero initiative.
−Removed: Reviewed various stages of key projects such as Strathcona’s renewable diesel project, Sarnia products pipeline and Kearl’s in pit tailings project.
−Removed: Provided oversight of the company’s response to the COVID-19
−Removed: The company’s financial, execution and operational risk rests with management and the company is governed by well-established risk management systems.
+Added: ● Regularly discussed climate change policies, risks, opportunities and the company’s climate strategy, including the company’s founding partnership in the Oil Sands Pathways to Net Zero initiative.
+Added: ● Reviewed various stages of key projects such as Strathcona’s renewable diesel, Kearl in-pit tailings, Kearl autonomous haul vehicles and Cold Lake Grand Rapids Phase 1.
+Added: ● Approved the sale of the company's interest in XTO Energy Canada.
+Added: ● Conducted site visit to Sarnia including refinery, chemical plant and research centre.
+Added: oversight 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.
2 unchanged sentences
The board reviews the company’s information technology, systems and cybersecurity to ensure they adequately protect corporate information and assets.
−Removed: In 2021, the board’s role in risk oversight included the company’s continued response to the COVID-19
−Removed: pandemic, with a focus on the health and safety of the company’s employees, contract partners, customers and communities.
−Removed: 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.
+Added: In 2022, the board’s role in risk oversight included the company’s continued response to the COVID-19 pandemic and adaptation to the gradual lessening of restrictions across Canada over the year.
+Added: 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 .
−Removed: The current board of directors is composed of seven directors, the majority of whom (five of seven) are independent.
+Added: 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.
3 unchanged sentences
The formal mandate of the committee can be found within the Audit Committee Charter in Appendix A of this circular.
−Removed: Committee members
+Added: The committee is satisfied that its activities over the year have fulfilled its mandate.
+Added: Committee members ● K.T.
Hubbs (vice-chair)
−Removed: Number of meetings
−Removed: Five meetings of the audit committee were held in 2021.
+Added: Number of meetings Five meetings of the audit committee were held in 2022.
The committee members met in camera without management present and separately with the internal auditor and the external auditor at all regularly scheduled meetings.
−Removed: 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.
+Added: 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
5 unchanged sentences
● Performed external auditor performance evaluation.
−Removed: Ensured the effectiveness of controls and procedures and integrity of financial statements was maintained while continuing to respond to the COVID-19
−Removed: Financial expertise
−Removed: The company’s board of directors has determined that D.W.
+Added: ● Ensured the effectiveness of controls and procedures and integrity of financial statements was maintained.
+Added: Financial expertise The company’s board of directors has determined that D.W.
Cornhill, K.T.
2 unchanged sentences
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.
−Removed: All members of the audit committee are financially literate within the meaning of National Instrument 52-110
−Removed: Audit Committees
−Removed: and the listing standards of the NYSE American LLC.
−Removed: Role in risk oversight
−Removed: The audit committee also has an important role in risk oversight.
+Added: 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.
+Added: Role in risk oversight 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.
1 unchanged sentence
The committee also reviews financial statements and internal and external audit results, and any changes proposed to accounting principles and practices.
−Removed: With respect to the COVID-19
−Removed: 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.
−Removed: The audit committee is composed entirely of independent directors.
−Removed: All members met board approved independence standards, as that term is defined in National Instrument 52-110
−Removed: Audit Committees
+Added: Independence The audit committee is composed entirely of independent directors.
+Added: 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.
3 unchanged sentences
The formal mandate of the committee can be found within the Executive Resources Committee Charter in Appendix A of this circular.
−Removed: Committee members
+Added: The committee is satisfied that its activities over the year have fulfilled its mandate.
+Added: Committee members ● D.S.
Sutherland (chair)
1 unchanged sentence
None of the members of the executive resources committee currently serves as a chief executive officer of another company.
−Removed: Six meetings of the executive resources committee were held in 2021.
+Added: meetings Seven meetings of the executive resources committee were held in 2022.
highlights in
−Removed: Reviewed executive compensation program and principles.
−Removed: Reviewed strategic work planning and talent strategy plans.
−Removed: Reviewed workforce and organizational changes.
−Removed: Reviewed harassment policy and process outcomes.
+Added: ● Reviewed performance and approved compensation for CEO and other executive officers
+Added: ● Approved overall compensation budget and incentive program for the company
+Added: ● Approved changes to non-executive restricted stock unit program
+Added: ● Reviewed a number of workforce and organizational changes
● Continued focus on succession planning for senior management positions.
−Removed: Appointed a senior vice-president and general auditor as part of normal succession.
relevant skills
−Removed: and experience
+Added: and experience D.W.
Cornhill, K.T.
5 unchanged sentences
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.
−Removed: The executive resources committee oversees the compensation programs and practices that are designed to encourage appropriate risk assessment and risk management.
−Removed: The members of the executive resources committee are independent, with the exception of M.R.
+Added: oversight The executive resources committee oversees the compensation programs and practices that are designed to encourage appropriate risk assessment and risk management.
+Added: Independence The members of the executive resources committee are independent, with the exception of M.R.
Crocker, who is not considered to be independent under the rules of the U.S.
3 unchanged sentences
Crocker’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.
−Removed: Public policy and corporate responsibility committee
−Removed: 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.
+Added: Safety and sustainability committee
+Added: The role of the safety and sustainability 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.
2 unchanged sentences
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.
−Removed: The formal mandate of the committee can be found within the Public Policy and Corporate Responsibility Committee Charter in Appendix A of this circular.
+Added: The formal mandate of the committee can be found within the Safety and Sustainability Committee Charter in Appendix A of this circular.
+Added: The committee is satisfied that its activities over the year have fulfilled its mandate.
+Added: members ● J.M.
Mintz (chair)
Sutherland (vice-chair)
−Removed: Three meetings of the public policy and corporate responsibility committee were held in 2021.
+Added: meetings Four meetings of the safety and sustainability committee were held in 2022.
highlights in
3 unchanged sentences
● Review of climate change policies, risks, potential impacts and Imperial’s advocacy and climate strategies.
−Removed: Review of Imperial’s Sustainability Report and related environmental, social and corporate governance disclosures and Imperial’s disclosure strategy and plans.
−Removed: Role in risk oversight
−Removed: 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.
+Added: ● Review of Imperial’s Advancing Climate Solutions and Sustainability Reports and related environmental, social and corporate governance disclosures and Imperial’s disclosure strategy and plans.
+Added: oversight The safety and sustainability 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.
−Removed: 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
+Added: 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.
−Removed: The members of the public policy and corporate responsibility committee are independent, with the exception of M.R.
+Added: Independence The members of the safety and sustainability committee are independent, with the exception of M.R.
Nominations and corporate governance committee
1 unchanged sentence
The formal mandate of the committee can be found within the Nominations and Corporate Governance Committee Charter in Appendix A of this circular.
−Removed: Committee members
+Added: The committee is satisfied that its activities over the year have fulfilled its mandate.
+Added: Committee members ● D.W.
Cornhill (chair)
Mintz (vice-chair)
−Removed: Number of meetings
−Removed: Seven meetings of the nominations and corporate governance committee were held in 2021.
+Added: Number of meetings Six meetings of the nominations and corporate governance committee were held in 2022.
Committee highlights in
2 unchanged sentences
● Recommendation of director compensation and increase to share ownership requirements.
−Removed: Initiation and oversight of director recruitment process.
−Removed: Role in risk oversight
−Removed: The nominations and corporate governance committee oversees risk by implementing an effective program for corporate governance, including board composition and succession planning.
−Removed: The members of the nominations and corporate governance committee are independent, with the exception of M.R.
+Added: ● Continued oversight of director recruitment process.
+Added: ● Recommendation for special committees to consider certain matters.
+Added: 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.
+Added: Independence The members of the nominations and corporate governance committee are independent, with the exception of M.R.
Crocker, who is not considered to be independent under the rules of the U.S.
6 unchanged sentences
The formal mandate of the committee can be found within the Community Collaboration and Engagement Committee Charter in Appendix A of this circular.
+Added: The committee is satisfied that its activities over the year have fulfilled its mandate.
+Added: members ● M.C.
Hubbs (chair)
1 unchanged sentence
One meeting of the community collaboration and engagement committee was held in 2022.
−Removed: Imperial invested more than $11M in Canadian communities in 2020 as reported using the London Benchmark Group model – a global standard for measuring and reporting community investment.
−Removed: In 2021, Imperial paid more than $18.5M through community benefit agreements to Indigenous communities (2020:$17.5M).
−Removed: Recognized by the Canadian Council for Aboriginal Business with Silver level Progressive Aboriginal Relations (PAR) certification.
−Removed: Showed up for our communities in 2021 as COVID-19
highlights in
−Removed: Increased engagement with employee giving and volunteer matching ImpACT program – $600,000 given to 900 charities and non-profits
−Removed: across Canada.
−Removed: Provided $2.5M in free fuel vouchers to 100,000 front-line healthcare workers in Healthcare Heroes 2.0 campaign.
−Removed: Donated $200,000 to Canadian Mental Health Association branches across operating areas in Fuel What Matters 2.0 campaign.
−Removed: Donated $150,000 towards vaccine education in Athabasca, Cold Lake and Southern Ontario.
−Removed: Raised $2.9M in United Way campaign from employee/annuitant and corporate donations.
−Removed: The majority of the members of the community collaboration and engagement committee are independent (five out of seven) with the exception of B.W.
+Added: ● Imperial invested more than $17M in Canadian communities in 2021 as reported using the London Benchmark Group model – a global standard for measuring and reporting community investment.
+Added: ● In 2022, Imperial paid more than $18M through community benefit agreements to Indigenous communities.
+Added: ● Imperial surpassed $4 billion in spending with Indigenous business since 2008 and achieved its highest annual Indigenous business spent in 2022.
+Added: ● In response to growing stakeholder expectations to demonstrate ESG in action and related reporting standards, we further focused our social investment strategy and relationships to align with our sustainability pillars:
+Added: climate, Reconciliation, inclusion and diversity, mental health and land conservation and water protection.
+Added: ● Contributed $150K over three years to Quest Canada to support net-zero pathways for Indigenous communities in our operating areas.
+Added: ● Donated $300,000 to KidSport to improve access to sport and drive positive mental health as part of our Fuel What Matters 3.0 campaign.
+Added: ● Planted more than 25,000 trees in urban areas of Southern Ontario.
+Added: ● Grew employee giving and volunteer matching ImpACT program – more than $550,000 given to nearly 850 charities and non-profits across Canada in 2022.
+Added: ● Raised nearly $2.7M in United Way campaign from employee/annuitant and corporate donations.
+Added: 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 M.R.
4 unchanged sentences
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.
−Removed: 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.
−Removed: The committee relied instead on an internally-led
−Removed: 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.
−Removed: The internally-led
−Removed: assessment included a review of industry survey data, with this market data being provided by an independent external consultant.
+Added: The committee relied 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.
+Added: The internally-led assessment included a review of industry survey data, with this 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.
28 unchanged sentences
Board retainer
−Removed: The compensation of the nonemployee directors is assessed annually.
−Removed: Effective 2018, the nonemployee directors received an annual retainer for board membership of $110,000 per year, the retainer for each standing committee chaired was eliminated, and the grant of restricted stock units was increased from 2,600 to 3,000.
−Removed: There were no changes to nonemployee director compensation from 2018 to 2021.
−Removed: In 2021, the nominations and corporate governance committee reviewed and recommended a change to the compensation paid to the nonemployee directors.
−Removed: Effective July 1, 2021, the grant of restricted stock units was increased from 3,000 to 3,300, with the annual retainer for board membership remaining at $110,000 per year.
+Added: The compensation of the nonemployee directors is assessed annually, and currently consists of a cash retainer for board membership and a grant of restricted stock units.
+Added: In 2021, the nominations and corporate governance committee reviewed and recommended a change to the annual grant of restricted stock units, increasing the grant from 3,000 to 3,300, with the annual retainer for board membership remaining at $110,000 per year.
The board subsequently approved this recommendation.
+Added: During 2022, the committee recommended and the board approved no changes to nonemployee director compensation.
The following table summarizes the compensation terms for the nonemployee directors in 2022:
1 unchanged sentence
Annual retainer terms:
−Removed: From July 1, 2020
−Removed: to June 30, 2021
−Removed: Effective July 1, 2021
Cash retainer:
−Removed: Board membership
−Removed: $110,000 annually
−Removed: $110,000 annually
−Removed: Committee chair
+Added: Board membership $110,000 annually
+Added: Committee chair None
Equity based compensation:
−Removed: Restricted stock units
−Removed: (which vest on the 5 th
−Removed: (which vest on the 5 th
−Removed: anniversary of date of grant)
−Removed: anniversary of date of grant)
−Removed: The nonemployee directors may elect to take all or a portion of the cash retainer in the form of deferred share units.
+Added: Restricted stock units 3,300 units
+Added: (50% vests on each of the 5 th and 10 th anniversary dates of the grant)
+Added: (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.
In addition to compensation for board membership, the board determines the compensation for special committee membership when the committee is established.
−Removed: For the special committee established on September 30, 2021, the board approved a 2021 cash retainer of $15,000 for the chair and $10,000 for members.
+Added: For the special committee established in September, 2021, the board approved a 2022 cash retainer of $15,000 for the chair and $10,000 for members.
+Added: There was no cash retainer in connection with the special committee established in September, 2022.
Equity based compensation
6 unchanged sentences
deferred share units
+Added: Cornhill 0 100
+Added: Sutherland 0 100
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:
−Removed: the dollar amount of the nonemployee director’s fees for that calendar quarter that the director elected to receive as deferred share units;
−Removed: 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.
+Added: (i) the dollar amount of the nonemployee director’s fees for that calendar quarter that the director elected to receive as deferred share units;
+Added: (ii) 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.
1 unchanged sentence
These additional units are granted on the dividend payment dates for the company’s common shares, according to the following calculation:
−Removed: 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;
+Added: (i) 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
−Removed: the number of unexercised deferred share units held by the nonemployee directors on the dividend record date.
+Added: (ii) 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.
4 unchanged sentences
The restricted stock unit plan is described in more detail beginning on page 163 .
−Removed: In 2016, the number of restricted stock units granted annually was increased from 2,000 units to 2,600 units, and in 2018 was increased to 3,000 units.
−Removed: In 2021, the number of restricted stock units granted annually was increased to 3,300 units.
+Added: The number of restricted stock units granted annually was increased in 2016 from 2,000 units to 2,600 units, in 2018 to 3,000 units, and in 2021 to 3,300 units.
Up until 2015, the vesting period for restricted stock units was 50 percent vesting on the third anniversary of the grant date (received in cash) and the remaining 50 percent vesting on the seventh anniversary of the grant date (with an option to receive in cash or common shares).
4 unchanged sentences
This provision is designed to reinforce the independence of these board members.
−Removed: However, while on the board and for a 24-month
−Removed: 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.
+Added: 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.
1 unchanged sentence
The amount is determined for each cash dividend payment date by the following calculation:
−Removed: the cash dividend payable for a common share divided by the average closing price immediately prior to the payment date for that dividend;
−Removed: the number of unvested restricted stock units held by the nonemployee directors on the dividend record date.
+Added: (i) the cash dividend payable for a common share divided by the average closing price immediately prior to the payment date for that dividend;
+Added: multiplied by
+Added: (ii) the number of unvested restricted stock units held by the nonemployee directors on the dividend record date.
Other reimbursement
3 unchanged sentences
of restricted
−Removed: As directors employed by the company or Exxon Mobil Corporation in 2021, B.W.
−Removed: Brownell and M.R.
+Added: Cornhill 125,000 3,300 — 125,000 239,646 35,844 400,490
+Added: Hoeg 120,000 3,300 — 120,000 239,646 98,580 458,226
+Added: Hubbs 120,000 3,300 — 120,000 239,646 37,448 397,094
+Added: Mintz 120,000 3,300 55,000 65,000 239,646 91,213 450,859
+Added: Sutherland 120,000 3,300 — 120,000 239,646 87,492 447,138
+Added: (a) As directors employed by the company or Exxon Mobil Corporation in 2022, B.W.
+Added: Corson and M.R.
Crocker did not receive compensation for acting as directors.
−Removed: Cornhill is chair of the special committee.
−Removed: “Total fees paid in cash” is the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as cash.
+Added: Cornhill was chair of the special committees.
+Added: (c) “Total fees paid in cash” is the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as cash.
This amount is reported as “Fees earned” in the Director compensation table on page 144 .
−Removed: “Total value of deferred share units” is the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as deferred share units, as set out in the previous table on page 139.
+Added: (d) “Total value of deferred share units” is the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as deferred share units, as set out in the previous table on page 141 .
This amount plus the “Total value of restricted stock units” amount is shown as “Share-based awards” in the Director compensation table on page 144 .
−Removed: 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, December 6, 2021 ($44.08).
−Removed: 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.
+Added: (e) 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, December 5, 2022 ($72.62).
+Added: (f) 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 2022, D.W.
7 unchanged sentences
incentive plan
−Removed: As directors employed by the company or Exxon Mobil Corporation in 2021, B.W.
−Removed: Brownell and M.R.
+Added: Cornhill — 364,646 — — — 35,844 400,490
+Added: Hoeg — 359,646 — — — 98,580 458,226
+Added: Hubbs — 359,646 — — — 37,448 397,094
+Added: Mintz 55,000 304,646 — — — 91,213 450,859
+Added: Sutherland — 359,646 — — — 87,492 447,138
+Added: (a) As directors employed by the company or Exxon Mobil Corporation in 2022, B.W.
+Added: Corson and M.R.
Crocker did not receive compensation for acting as directors.
−Removed: Represents all fees awarded, earned, paid or payable in cash for services as a director.
+Added: (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.
−Removed: 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 and special committee” that the director elected to receive as deferred share units as noted on page 139).
−Removed: 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.
+Added: (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 and special committee” that the director elected to receive as deferred share units as noted on page 141 ).
+Added: (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 2022, D.W.
7 unchanged sentences
The following table sets forth all outstanding awards held by nonemployee directors of the company as at December 31, 2022 and does not include common shares owned by the director.
−Removed: Option-based awards
−Removed: Share-based awards
+Added: Option-based awards Share-based awards
shares or units
1 unchanged sentence
of share-based
−Removed: As directors employed by the company or Exxon Mobil Corporation in 2021, B.W.
−Removed: Brownell and M.R.
+Added: Cornhill — — — — 30,208 1,992,218
+Added: Hoeg — — — — 72,602 4,788,102
+Added: Hubbs — — — — 32,335 2,132,493
+Added: Mintz — — — — 66,945 4,415,023
+Added: Sutherland — — — — 64,894 4,279,759
+Added: (a) As directors employed by the company or Exxon Mobil Corporation in 2022, B.W.
+Added: Corson and M.R.
Crocker did not receive compensation for acting as directors.
−Removed: Represents restricted stock units and deferred share units held as of December 31, 2021.
−Removed: Value is based on the closing price of the company’s shares on December 31, 2021 ($45.62).
+Added: (b) Represents restricted stock units and deferred share units held as of December 31, 2022.
+Added: (c) Value is based on the closing price of the company’s shares on December 31, 2022 ($65.95).
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 2022.
−Removed: Option-based awards –
−Removed: Value vested during
−Removed: Share-based awards – Value
−Removed: vested during the year
−Removed: Non-equity incentive plan
−Removed: compensation – Value
−Removed: earned during the year
−Removed: As directors employed by the company or Exxon Mobil Corporation in 2021, B.W.
−Removed: Brownell and M.R.
+Added: Option-based awards –Value vested during the year
+Added: Share-based awards – Value vested during the year
+Added: Non-equity incentive plan compensation – Value earned during the year
+Added: Cornhill — 99,190 —
+Added: Hoeg — 175,490 —
+Added: Mintz — 175,490 —
+Added: Sutherland — 175,490 —
+Added: (a) As directors employed by the company or Exxon Mobil Corporation in 2022, B.W.
+Added: Corson and M.R.
Crocker did not receive compensation for acting as directors.
−Removed: Represents restricted stock units granted in 2014 and 2016, which vested in 2021.
+Added: (b) Represents restricted stock units granted in 2015 and 2017, which vested in 2022 .
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.
Share ownership guidelines of independent directors and chairman, president and chief executive officer
−Removed: In 2021, to reflect the increase in restricted stock units granted annually to independent directors, the board approved an increase in the independent director share ownership guidelines from 15,000 shares to 16,500 shares.
Independent directors are required to hold the equivalent of at least 16,500 shares of Imperial Oil Limited, including common shares, deferred share units and restricted stock units within five years from the date of appointment to the board.
2 unchanged sentences
As of the date of this circular, the independent directors currently have holdings of 335,484 shares which is more than three times the required guideline.
−Removed: Minimum share ownership
+Added: Minimum share ownership requirement
Time to fulfill
2 unchanged sentences
Within 3 years of appointment
−Removed: Independent directors
−Removed: 16,500 shares
+Added: Independent directors 16,500 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 8, 2023, the record date of the management proxy circular.
+Added: Director Director
(February 16,
+Added: February 8, 2023) (#)
+Added: common shares,
deferred share
restricted stock
−Removed: November 29, 2017
−Removed: September 17, 2019
+Added: Cornhill November 29, 2017
+Added: 4,355 42,708 2,971,196 16,500
+Added: Corson September 17, 2019
89,000 323,600 22,512,852 Five times base salary
−Removed: July 26, 2018
−Removed: April 21, 2005
−Removed: April 29, 2010
+Added: Hoeg May 1, 2008
+Added: 4,241 72,602 5,050,921 16,500
+Added: Hubbs July 26, 2018
+Added: 5,652 32,335 2,249,546 16,500
+Added: Mintz April 21, 2005
+Added: 3,215 67,945 4,726,934 16,500
+Added: Sutherland April 29, 2010
+Added: 4,058 119,894 8,341,026 16,500
Total accumulated holdings
(#) and value of directors’
−Removed: 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 15, 2022 ($55.80).
+Added: 659,084 45,852,475
+Added: (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 8, 2023 ($69.57).
For information relating to compensation of the company’s named executive officers, see the Compensation discussion and analysis section starting on page 156 .
3 unchanged sentences
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.
−Removed: 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,
−Removed: including any applicable amendments.
+Added: 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.
1 unchanged sentence
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.
−Removed: In addition, the directors of the company must comply with the conflict of interest provisions of the Canada Business Corporations Act,
−Removed: 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.
+Added: 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.
6 unchanged sentences
The company’s internal auditors audit each business line’s compliance with the program and report to the audit committee.
−Removed: 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.
+Added: 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 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.
6 unchanged sentences
Each other committee (except the community collaboration and engagement committee) is composed entirely of the independent directors and M.R.
−Removed: Crocker, who is an employee of Exxon Mobil Corporation and although deemed non-independent
−Removed: under the relevant standards by virtue of his employment, is viewed as independent of the company’s management.
+Added: Crocker, 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.
7 unchanged sentences
Hoeg, the independent director designated by the independent directors to chair and lead these discussions.
−Removed: Ten executive sessions were held in 2021.
+Added: Eight executive sessions were held in 2022.
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.
−Removed: If such situations ever occurred, employees are expected to escalate such issues with successive levels of the company’s management.
+Added: If such situations occur, 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.
3 unchanged sentences
The company has guidelines regarding insider trading prohibitions and trading bans that are applicable to all directors, officers and employees.
−Removed: Nonemployee directors are required to pre-clear
−Removed: any trades in the company’s shares.
+Added: 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.
4 unchanged sentences
Board diversity
−Removed: The company has a longstanding commitment to diversity amongst its directors, and has had at least one woman on its board continuously since 1977.
−Removed: 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),
−Removed: and has not adopted a target regarding members of the designated groups on its board.
−Removed: 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.
+Added: The company has a longstanding commitment to diversity amongst its directors.
+Added: Imperial has had at least one woman on its board continuously since 1977, and 40 percent of the independent directors of the current board and nominees for election at the annual meeting are women.
+Added: 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.
+Added: 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 gender and membership in other designated groups, 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.
1 unchanged sentence
The company does not believe that any one of these dimensions should be 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.
+Added: The board considers diversity through the annual nomination process, board assessment and other discussions.
+Added: The board and nominations and corporate governance committee also specifically consider diversity through targeted director recruitment processes.
+Added: With three of the company’s current directors retiring in 2023, the board and nominations and corporate governance committee has been engaged in an extensive director recruitment process since 2021.
+Added: Diversity and the composition of the board has been a key consideration throughout this process and the review of potential candidates, with the company instructing executive search firms to cultivate a diverse selection of potential nominees.
+Added: The result of this process is the nomination of three new directors, S.R.
+Added: Floren and G.J.
+Added: Goldberg, bringing further experience and diverse perspectives to the board and maintaining 40 percent of the independent directors being women.
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)
−Removed: 2 of 7 (board and nominees)
−Removed: 2 of 5 (independent directors)
−Removed: Aboriginal peoples
−Removed: Persons with disabilities
−Removed: Members of visible minorities
−Removed: Defined under the Employment Equity Act (Canada)
+Added: Women 2 of 7 (board and nominees)
+Added: 2 of 5 (independent directors and nominees)
+Added: Aboriginal peoples 0 of 7
+Added: Persons with disabilities 0 of 7
+Added: Members of visible minorities 0 of 7
+Added: (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.
4 unchanged sentences
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.
−Removed: There is an in-depth
−Removed: succession planning process, which includes the consideration of various aspects of diversity as well as plans to address gaps, if any, for key positions.
−Removed: 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
−Removed: with all employees.
−Removed: Imperial also values external perspective and expertise, and collaborates with leading diversity organizations to help shape our future inclusion and diversity plans.
+Added: 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.
+Added: 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.
+Added: Imperial also values external perspective and expertise.
The company supports educational development and recruiting practices that facilitate the employment of Indigenous peoples, and in 2021 achieved Silver Certification in the Progressive Aboriginal Relations (PAR) program managed by the Canadian Council for Aboriginal Business.
−Removed: Imperial maintains a supportive work environment though a range of development and networking programs, including employee-led
−Removed: diversity networks that are focused on common interests.
−Removed: These programs continued in a virtual format in 2021 as a result of the COVID-19
+Added: 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.
+Added: These programs are conducted in both virtual and in-person formats to reach a broad range of employees.
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 .
3 unchanged sentences
Designated group (a)
−Removed: Aboriginal peoples
−Removed: Persons with disabilities
−Removed: Members of visible minorities
−Removed: Defined under the Employment Equity Act (Canada)
+Added: Women 11 of 24 46
+Added: Aboriginal peoples 0 of 24 0
+Added: Persons with disabilities 0 of 24 0
+Added: Members of visible minorities 4 of 24 17
+Added: (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.
3 unchanged sentences
The company’s senior management regularly meet with institutional investors and shareholders through industry conferences, roadshows and company hosted investor events.
−Removed: In response to COVID-19
−Removed: and to ensure the health and safety of our employees, investors and shareholders, these meetings were held predominantly in a virtual format for the balance of 2021.
+Added: In response to COVID-19 and to ensure the health and safety of our employees, investors and shareholders, these meetings were held predominantly in a virtual format for the balance of 2021.
+Added: In 2022, these shifted in large part, back to in-person engagements.
Pertinent materials from these conferences and hosted events are available on the company’s website.
−Removed: Also in response to COVID-19
−Removed: 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.
+Added: 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.
7 unchanged sentences
The Investor Relations team is available to respond to shareholder and investor queries throughout the year.
+Added: Communicating with the board
+Added: Shareholders, employees and others can contact the board directly by writing to:
+Added: Chair of the Board of Directors
+Added: c/o Corporate Secretary
+Added: Imperial Oil Limited
+Added: 505 Quarry Park Blvd SE
+Added: Calgary, AB, Canada T2C 5N1
Largest shareholder
7 unchanged sentences
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.
−Removed: On June 29, 2020, the company implemented a limited 12-month
−Removed: “normal course” share purchase program, primarily to eliminate dilution from shares issued in conjunction with its restricted stock unit plan.
−Removed: On April 30, 2021, in response to improving market conditions, the company announced an amendment to the program to increase the number of common shares it could purchase.
−Removed: This amendment increased the program from 50,000 shares to a maximum of 29,363,070 shares, or up to four percent of the outstanding shares as of June 15, 2020.
−Removed: Between June 29, 2020 and June 28, 2021, the company purchased 8,931,249 common shares on the open market and a corresponding 20,431,821 common shares from ExxonMobil concurrent with, but outside of the program to maintain its shareholding at approximately 69.6 percent.
−Removed: On June 29, 2021, a further 12-month
−Removed: normal course share purchase program was implemented, allowing the company to purchase up to five percent of its outstanding common shares as of June 15, 2021, or a maximum of 35,583,671 shares.
−Removed: In accordance with the company’s announcement on November 12, 2021 that it intended to accelerate purchases under the program, the program subsequently ended on January 31, 2022 upon the company purchasing the maximum allowable number of shares.
−Removed: As of February 15, 2022, the company purchased 10,822,142 common shares on the open market and 24,761,529 from ExxonMobil concurrent with, but outside of this program to maintain its shareholding at approximately 69.6 percent.
+Added: The company undertook a number of issuer bid transactions during 2022 that involved ExxonMobil.
+Added: On June 29, 2021, the company implemented a 12-month “normal course” share purchase program, allowing the company to purchase up to five percent of its outstanding common shares as of June 15, 2021, or a maximum of 35,583,671 shares.
+Added: The program ended on January 31, 2022 upon the company purchasing the maximum allowable number of shares, with 10,822,142 common shares purchased on the open market and a corresponding 24,761,529 common shares purchased from ExxonMobil concurrent with, but outside of the program to maintain its shareholding at approximately 69.6 percent.
+Added: On May 6, 2022, the company commenced a substantial issuer bid that offered to purchase up to $2.5 billion of its common shares through a modified Dutch auction and proportionate tender offer.
+Added: The substantial issuer bid was completed on June 15, 2022, with the company purchasing 32,467,532 common shares at a price of $77.00 per share, for an aggregate purchase of $2.5 billion and 4.9 percent of Imperial’s issued and outstanding shares (as of the close of business on May 2, 2022).
+Added: This included 22,597,379 shares purchased from ExxonMobil by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.
+Added: On June 29, 2022, a further normal course issuer bid was implemented, enabling the company to purchase up to five percent of its outstanding common shares as of June 15, 2022, or a maximum of 31,833,809 common shares.
+Added: Purchases under the program were accelerated and the program ended on October 21, 2022 upon the company purchasing the maximum allowable number of shares, with 9,677,500 common shares purchased on the open market and a corresponding 22,156,309 common shares purchased from ExxonMobil concurrent with, but outside of the program to maintain its shareholding at approximately 69.6 percent.
+Added: On November 4, 2022, the company commenced a second substantial issuer bid in 2022 which offered to purchase up to $1.5 billion of its common shares through a modified Dutch auction and proportionate tender offer.
+Added: The substantial issuer bid was completed on December 14, 2022, with the company purchasing 20,689,655 common shares at a price of $72.50 per share, for an aggregate purchase of $1.5 billion and 3.4 percent of Imperial’s issued and outstanding shares (as of the close of business on October 31, 2022).
+Added: This included 14,399,985 shares purchased from ExxonMobil by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.
The amounts of purchases and revenues by the company and its subsidiaries for other transactions in 2022 with ExxonMobil and its affiliates were $3,719 million and $17,042 million, respectively.
9 unchanged sentences
The agreement is effective until June 30, 2025, cancellable if ExxonMobil provides at least 370 days advance written notice.
−Removed: Additionally, in 2021 the company repaid the outstanding balance of the short term loan of $111 million borrowed under an arrangement with ExxonMobil, and terminated the associated loan agreement.
−Removed: This short term loan provided for a non-interest
−Removed: bearing, revolving demand loan of up to $150 million, and represented 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.
Company executives and executive compensation
25 unchanged sentences
(2017 – 2019) (Affiliate)
−Removed: Vice-president, production and joint interest manager, ExxonMobil Qatar Limited
−Removed: (2015 – 2017) (Affiliate)
Calgary, Alberta, Canada
8 unchanged sentences
Calgary, Alberta, Canada
−Removed: Position held (date office held):
−Removed: Vice-president, downstream and Western Canada fuels manager
+Added: Position held at the end of 2022 (date office held):
+Added: Vice-president, downstream, chemicals and Western Canada fuels manager
(2022 – Present)
Other positions in the past five years (position, date office held and status of employer):
−Removed: Manager, supply and manufacturing
−Removed: (June 2017 – December 2017)
−Removed: Refinery manager, Fawley UK, UK Esso Petroleum Company Ltd
−Removed: (2013 – 2017) (Affiliate)
+Added: Vice-president, downstream and Western Canada fuels manager
+Added: (2018 – 2022)
Other executive officers of the company
In addition to the named executive officers listed on the previous page, the following individuals are executive officers of the company as of February 8, 2023.
−Removed: Calgary, Alberta, Canada
Position held (date office held):
4 unchanged sentences
(2018 – 2020)
−Removed: Product exchange and analysis manager, refining and supply, Exxon Mobil Corporation
−Removed: (2016 – 2018) (Affiliate)
−Removed: Kitty Lee, 45
Calgary, Alberta, Canada
+Added: Kitty Lee, 46
Position held (date office held):
7 unchanged sentences
(2016 – 2018) (Affiliate)
−Removed: Desjardins, 48
Calgary, Alberta, Canada
−Removed: Position held (date office held):
+Added: Desjardins, 49
+Added: Calgary, Alberta, Canada Position held (date office held):
Vice-president, human resources
1 unchanged sentence
Other positions in the past five years (position, date office held and status of employer):
−Removed: Human resources services manager, global human resources
+Added: Human resources services manager, global human resources operations, Exxon Mobil Corporation
+Added: (2018 – 2020) (Affiliate)
+Added: Manager, human resources services
+Added: (2017 – 2018)
+Added: Calgary, Alberta, Canada Position held (date office held):
+Added: Director, corporate tax
+Added: (2018 – Present)
+Added: Other positions in the past five years (position, date office held and status of employer):
+Added: Manager, income tax planning and advice
+Added: (2013 – 2018)
+Added: Calgary, Alberta, Canada Position held (date office held):
+Added: Vice-president, general counsel and corporate secretary
+Added: (2020 – Present)
+Added: Other positions in the past five years (position, date office held and status of employer):
+Added: Assistant general counsel, downstream and corporate departments and corporate secretary
+Added: (2019 – 2020)
+Added: Assistant general counsel, upstream
+Added: (2017 – 2018)
+Added: Letter to shareholders from the executive resources committee on executive compensation
+Added: Dear fellow shareholders:
+Added: The executive resources committee (“committee”) continues to support the design of Imperial's executive compensation program in that it achieves the goal of maximizing long-term shareholder value, while positioning the company for long-term success in a lower-emissions future.
+Added: Business Perspective
+Added: Imperial's business involves investments that create shareholder value over long periods of time, requiring executives to maintain a long-term view when making decisions across a broad range of business investments.
+Added: In 2022, Imperial delivered exceptional business results across a wide range of performance dimensions.
+Added: The company has remained focused on delivering long-term shareholder value and laying the foundation for future success with strong financial and operating performance, and a demonstrated commitment to sustainability.
+Added: For more information on the 2022 key business results see page 167 .
+Added: Compensation Decisions
+Added: The committee exercises oversight of a compensation program that aligns executives' pay with the results of their decisions and the returns of our shareholders over the long term.
+Added: The program design is aligned with the core elements of the majority shareholder's compensation program, and is designed to drive long-term accountability, reward the highest standard of performance, and promote retention.
+Added: 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.
+Added: Key decisions approved by the committee, reflective of strong business results in 2022, are as follows:
+Added: • The committee granted base salary increases to named executive officers, consistent with the salary program for all executives.
+Added: • The 2022 bonus program awards were approved at higher levels than 2021, reflective of strong business performance.
+Added: • The committee granted restricted stock unit awards in keeping with program design, with the value of awards having increased year-over-year in line with increases in stock price.
+Added: The committee has reviewed and discussed the CD&A with management of the company and has recommended to the board that the CD&A be included in the company’s management proxy circular for the 2023 annual meeting of shareholders and annual report of Form 10-K.
+Added: On behalf of the committee, I encourage you to read the comprehensive disclosure in the CD&A that follows.
+Added: The committee is committed to overseeing all aspects of the executive compensation program in the best interests of the company and all shareholders.
+Added: Original signed by
+Added: Chair, executive resources committee
+Added: Cornhill, Vice-chair
+Added: Compensation discussion and analysis
+Added: Canadian business environment
+Added: Business model
+Added: Key business strategies
+Added: Key elements of the compensation program
+Added: Risk and governance
+Added: Other supporting compensation and staffing practices
+Added: Hedging policy
+Added: Business performance and basis for compensation
+Added: Succession planning
+Added: Compensation program design
+Added: Approach to executive compensation
+Added: Restricted stock units
+Added: Retirement p lans
+Added: Compensation considerations
+Added: Comparator companies
+Added: Business performance results for consideration
+Added: 2022 key business results
+Added: Performance assessment considerations
+Added: 202 2 chief executive officer compensation assessment
+Added: Pay awarded to other named executive officers
+Added: Independent consultant
+Added: Performance graph
+Added: Frequently used terms
+Added: Executive compensation tables and narratives
+Added: Summary compensation table
+Added: Outstanding share-based awards and option-based awards for named executive officers
+Added: Incentive plan awards for named executive officers – Value vested or earned during the year
+Added: Equity compensation plan information
+Added: Restricted stock units as a percentage of outstanding shares
+Added: Annual burn rate
+Added: Status of prior long-term incentive compensation plans
+Added: Pension plan benefits
+Added: The company takes a long-term view to managing its business.
+Added: Our objective is to meet society’s needs with the products that are essential for modern life while playing a key role in addressing the challenges of climate change.
+Added: The company takes a long-term view in managing its business rather than reacting to short-term business cycles.
+Added: 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.
+Added: The compensation program design aligns with the long-term sustainability of the business and supports key business strategies to maximize shareholder value:
+Added: Canadian business environment
+Added: • Large, accessible upstream resources;
+Added: • Mature, competitive downstream markets;
+Added: • Evolving environmental, fiscal, and energy policies impacting global competitiveness;
+Added: • Market access limitations and uncertainties.
+Added: Business model
+Added: • Long-life, competitively advantaged assets;
+Added: • Disciplined investment and cost management;
+Added: • Value-chain integration and synergies;
+Added: • High-impact technologies and innovation;
+Added: • Operational excellence and responsible growth.
+Added: Key business strategies
+Added: • Deliver industry-leading performance in safety, emissions reductions, environmental performance and reliability;
+Added: • Grow profitable production and sales volumes;
+Added: • Disciplined and long-term focus on improving the productivity of the company’s asset mix;
+Added: • Best-in-class cost structure to support industry-leading returns on capital and cash flow.
+Added: Key elements of the compensation program
+Added: The key elements of the company’s compensation program align with the business model and support key business strategies.
+Added: Restricted stock units
+Added: Percent of total direct compensation (a)
+Added: • 10 to 30 percent
+Added: • 10 to 25 percent
+Added: • 50 percent or more
+Added: Intent • Provide competitive base pay
+Added: • Link pay to annual company earnings performance
+Added: • Provide near-term performance payment
+Added: • Link pay to returns of long-term shareholders
+Added: • Encourages long-term view through commodity price cycle
+Added: Key design features • Increase determined by individual performance, experience, and pay grade
+Added: • Ties directly to long-term benefits (pension & savings plans)
+Added: • Paid in year of grant
+Added: • Bonus award pool reflective of business performance
+Added: • Individual award determined by performance and pay grade
+Added: • Full award subject to clawback
+Added: • Granted in the form of stock units
+Added: 50 percent vests in 5 years from grant date;
+Added: 50 percent in 10 years
+Added: • All other executives:
+Added: 50 percent vests in 3 years from grant date;
+Added: 50 percent in 7 years
+Added: • Long restriction periods coupled with performance considerations applied at grant
+Added: • Significant portion of pay at risk of forfeiture for an extended period of time
+Added: • Variable pay at risk
+Added: • Variable pay at risk
+Added: (a) Total direct compensation includes salary, the annual bonus, 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.
+Added: The above programs are underpinned by our pension and savings plans which provides for financial security after employment.
+Added: Risk and governance
+Added: 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.
+Added: The company operates in an industry in which effective risk management is critical.
+Added: 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.
+Added: For further discussion on the company’s risk management system and oversight, see “Risk oversight” within the “Statement of corporate governance practice” on page 130 .
+Added: The company’s long-term orientation and compensation program design encourage the highest performance standards and discourage inappropriate risk taking.
+Added: The compensation program design features described below are designed to incent effective management of current and future operating and financial risks associated with the company’s business, including risks related to climate change, in order to:
+Added: • protect the safety and security of our employees, the communities, and the environment in which we operate;
+Added: • manage risk and operate the business with effective business controls;
+Added: • create sustainable value for shareholders by increasing shareholder return, net income, and return on average capital employed*;
+Added: while positioning the company for long-term success in a lower-emission future;
+Added: • advance the long-term strategic direction of the company.
+Added: *non-GAAP financial measure – see Frequently used terms section on page 171 for definition.
+Added: The table below outlines the design features of our compensation programs that discourage inappropriate risk taking:
+Added: Design feature
+Added: Risk management
+Added: Common programs • All executives employed by the company, including the named executive officers, participate in common programs (the same salary, incentive, and retirement programs).
+Added: Similar compensation design features and allocation of awards within the programs discourage inappropriate risk taking.
+Added: Compensation is differentiated based on individual performance assessment, experience and pay grade.
+Added: • 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.
+Added: The named executive officers on assignment receive restricted stock units from Imperial.
+Added: • T he executive resources committee ("committee") reviews and approves annual compensation recommendations for each named executive officer prior to implementation.
+Added: Executive stock ownership • Long holding periods on restricted stock units (RSUs) results in executives maintaining significant stock ownership during employment and for 7 years into retirement, with a longer holding period for the chairman, president and chief executive officer up to 10 years into retirement.
+Added: Significant pay at risk • Uniquely long restriction periods on RSUs substantially increase the percentage of career compensation at risk well into retirement.
+Added: • Unvested RSUs cannot be used as collateral for any purpose.
+Added: Strong forfeiture provisions • Unvested RSUs are at risk of forfeiture for resignation or detrimental activity, even if such detrimental activity occurs or is discovered after resignation or retirement.
+Added: Clawback policy • The entire annual bonus is subject to recoupment (clawback) in the event of a material negative restatement of the company's reported financial or operating results.
+Added: This reinforces the importance of the company's financial controls and compliance programs.
+Added: Clawback provisions also apply if an executive resigns or engages in detrimental activity.
+Added: No guaranteed bonuses • Bonus is subject to year-on-year changes in business performance;
+Added: remains at risk
+Added: • Demonstrated by bonus program suspension in 2020;
+Added: no award granted.
+Added: No additional stock grants to balance losses in value • The committee does not support a practice of offsetting a loss or gain in the value of prior restricted share units by the value of current year grants.
+Added: • Such a practice would minimize the risk/reward profile of stock-based awards and undermine the long-term view that executives are expected to adopt.
+Added: No accelerated vesting at retirement • RSUs are not subject to acceleration, not even at retirement, except in the case of death.
+Added: • Unvested RSUs cannot be used as collateral for any purpose.
+Added: For more details about the aforementioned compensation components, see the “Compensation program design” section.
+Added: Other supporting compensation and staffing practices
+Added: • 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.
+Added: 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.
+Added: • 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.
+Added: • Tax assistance is provided for employees on expatriate assignment.
+Added: This assistance consists primarily of a tax equalization component designed to maintain the employees’ overall income tax burden at approximately the same level had they remained in their home country.
+Added: The expatriate relocation program is broad-based and applies to all executive, management, professional and technical transferred employees.
+Added: • 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.
+Added: Hedging policy
+Added: 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.
+Added: Business performance and basis for compensation
+Added: The assessment of employee performance is conducted through the company’s annual performance assessment program.
+Added: The process assesses performance against relevant business performance measures and objectives, including the means by which performance is achieved.
+Added: These business performance measures include:
+Added: • safety, health, and environmental performance;
+Added: • risk management;
+Added: • total shareholder return;
+Added: • net income;
+Added: • return on average capital employed*;
+Added: • cash flow from operations and asset sales*;
+Added: • operating performance of the upstream, downstream, and chemical businesses;
+Added: • progress on advancing government relations and long-term strategic interests.
+Added: *non-GAAP financial measure – see Frequently used terms section on page 171 for definition.
+Added: The performance assessment program includes a comparative assessment of employee performance using a standard approach throughout the organization and at all levels.
+Added: It is integrated with the compensation program, which results in significant pay differentiation based on performance.
+Added: The performance assessment program is also integrated with the executive development process.
+Added: Both have been in place for many years and are the basis for planning individual development and succession for management positions.
+Added: Succession planning
+Added: A long established program of management development and succession planning is in place to reinforce a career orientation and ensure continuity of leadership.
+Added: The 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.
+Added: It considers candidates for these positions from within the company and certain candidates from Exxon Mobil Corporation and its affiliates.
+Added: This in-depth review of succession plans includes the consideration of various aspects of diversity as well as plans to address gaps, if any, for key executives.
+Added: The company has a long-standing practice of reviewing with senior management the diversity of the organization with focus on women, Indigenous people, persons with disabilities, and visible minorities.
+Added: These reviews include recruitment, attrition, training and development.
+Added: For more information regarding executive officer diversity see page 149 .
+Added: The chairman, president and chief executive officer also discusses the strengths, progress, and development needs of key succession candidates regularly.
+Added: This provides the board an opportunity to confirm a pipeline of highly skilled and diverse talent exists to enable achievement of long-term strategic objectives.
+Added: The 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.
+Added: Compensation program design
+Added: The company’s compensation program is designed to reward performance,
+Added: promote retention, and encourage long-term business decisions.
+Added: Approach to executive compensation
+Added: The decisions that the company’s executives make and the risks they manage play out over multi-year time horizons.
+Added: Executives are required to carefully consider current and future risks, such as those related to climate change, and to make decisions across a broad range of business investments that generate sustainable shareholder value over the long term.
+Added: The company's executive compensation program design aligns executives' pay with the results of their decisions and shareholder returns over the long term.
+Added: The program is designed to drive long-term accountability, reward the highest standard of performance, and promote retention.
+Added: Drive long-term accountability
+Added: The company's strategic objectives have been established to drive sustainable value while positioning the company for long-term success in a lower-emissions future.
+Added: These objectives are translated into annual plan goals, which are reviewed and approved by the Board and provides the framework for the company's commitments.
+Added: Reward outstanding performance
+Added: Performance is foundational to the company's executive compensation program design.
+Added: The extent to which executives achieve pre-established goals, assessed over near- and long-term horizons, is a key differentiating factor in executives' pay deliberations.
+Added: Performance evaluation directly impacts level of base salary, bonus, and long-term incentive awards.
+Added: Promote retention
+Added: This long-term orientation also underpins how the company develops talent.
+Added: It begins with recruiting exceptional people, and continues with individually planned experiences and training, which leads to broad development and a deep understanding of our business across the business cycle.
+Added: The compensation program is designed to attract and retain talent for a career through compensation that is market competitive, highly differentiated by individual performance, and with long restriction periods that promote retention.
+Added: 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.
+Added: The average service of the named executive officers is 32 years which reflects this on-going career orientation strategy.
+Added: The company’s executive compensation program is composed of base salaries, as well as near-term cash bonus and long-term incentive compensation.
+Added: Base salary represents 10 to 30 percent of total direct compensation, and is intended to provide competitive base pay.
+Added: It also directly affects the level of retirement benefits.
+Added: The company’s overall salary program is determined by annual benchmarking.
+Added: Individual salary increases are the result of individual performance, experience, and changes to pay grade, and reflects market analysis and competitiveness at the time of the decision.
+Added: 2022 decisions
+Added: • For 2022, the executive resources committee ("committee") granted salary increases to named executive officers consistent with the salary program for all executives.
+Added: The company’s annual bonus program represents 10 to 25 percent of total direct compensation, and is intended to link executive pay to annual company earnings performance.
+Added: The bonus program is established annually by the committee based on earnings, and can be highly variable depending on these results.
+Added: In establishing the annual bonus program, the committee:
+Added: • 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;
+Added: • considers the linkage to the majority shareholder’s bonus program given the company’s working interest is included in Exxon Mobil Corporation earnings;
+Added: • considers annual net income of the company;
+Added: • 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.
+Added: 2022 decisions
+Added: • 2022 bonus program awards were approved at higher levels than 2021, reflective of strong business performance.
+Added: • This resulted in 53 executives receiving an annual bonus in 2022.
+Added: • The cost of the 2022 annual bonus program was $8.5 million versus $4.2 million in 2021 and $0 in 2020.
+Added: Starting in 2021, bonus awards are paid in full in the year of grant, rather than as a combination of cash and earnings bonus units, consistent with market practice and resulting in a stronger link to earnings performance and individual performance differentiation.
+Added: While no earnings bonus units were granted in 2022, the company’s executives, including the named executive officers, had outstanding earnings bonus units that vested in 2022.
+Added: • Earnings bonus units are cash awards that are tied to future cumulative earnings per share.
+Added: • 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.
+Added: 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;
+Added: • 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.
+Added: The amount of the award, once vested, will never exceed the original grant value.
+Added: 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.
+Added: Forfeiture and claw-back
+Added: The annual bonus, including earnings bonus units, are subject to forfeiture and claw-back if:
+Added: • An executive retires before normal retirement time.
+Added: • The company has indicated its intention not to forfeit outstanding awards of employees who retire at age 65.
+Added: In other circumstances, where a recipient retires before age 65, the company may determine that awards shall not be forfeited.
+Added: • An executive’s employment with the company terminates (for any reason, whether at initiative of employee, the company or otherwise), with forfeiture and claw-back at the company's discretion.
+Added: • An executive, 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;
+Added: • There is a material negative restatement of the company’s reported financial or operating results.
+Added: 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.
+Added: 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.
+Added: Restricted stock units
+Added: The vesting periods of the company’s long-term incentive program are greater
+Added: than those in use by comparator companies.
+Added: Restricted stock units represent over 50 percent of total direct compensation, and are intended to link executive pay to the returns of long-term shareholders and encourage a long-term view through the commodity price cycle.
+Added: Restricted stock units are granted to select employees of the company, select employees of a designated affiliate, and nonemployee directors of the company.
+Added: Employee group Vesting
+Added: On the anniversary of the date of grant
+Added: For the chairman, president and chief executive officer 50 percent in 5 years and 50 percent in 10 years
+Added: For all other executives 50 percent in 3 years and 50 percent in 7 years
+Added: 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.
+Added: 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.
+Added: The value of this compensation is at risk in the event that their decisions prior to retirement negatively impact share market value after retirement, with the objective to hold senior executives accountable for many years into the future, and even into retirement, for investment and operating decisions made today.
+Added: The design of our program removes employee discretion in the timing of exercising restricted stock units, reinforces retention objectives, and supports alignment with the long-term interests of shareholders.
+Added: The basis for the grant includes an annual assessment of individual performance including a review of business performance results as noted on page 167 .
+Added: The amount granted is intended to provide an incentive to promote individual contribution to the company’s performance and to retain employees.
+Added: Grants may be adjusted periodically based on an assessment of the program’s competitive orientation.
+Added: An individual’s grant amount may be reduced at time of grant, if recent performance is deemed to have changed significantly at that time.
+Added: 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.
+Added: Restricted stock units are not included in pension calculations.
+Added: Restricted stock units cannot be assigned.
+Added: 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.
+Added: The company’s directors and officers as a group hold approximately 16 percent of the unvested restricted stock units that give the recipient the right to receive common shares that represent about 0.05 percent of the company’s outstanding common shares.
+Added: Currently, the maximum number of common shares that any one person may receive from the vesting of restricted stock units is 345,250 common shares, which is about 0.06 percent of the outstanding common shares.
+Added: Consistent with the program documentation, 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:
+Added: • increasing the shares served for issuance;
+Added: • increasing the vesting price;
+Added: • extending eligibility to participate in the plan to persons not included in the plan;
+Added: • extending the right of a grantee to transfer or assign RSUs;
+Added: • adjusting the vesting date for any RSUs previously granted.
+Added: 2022 decisions
+Added: • The committee granted awards in keeping with program design.
+Added: • The value of long-term awards increased year-over-year, in line with increases in stock price;
+Added: changes in award grants for named executive officers reflect individual performance and/or change in pay grade.
+Added: • In 2022, 1,020 recipients, including 62 executives, were granted 867,640 restricted stock units.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Forfeiture and claw-back
+Added: Restricted stock units are subject to forfeiture and claw-back if:
+Added: • A recipient retires before normal retirement time.
+Added: • The company has indicated its intention not to forfeit restricted stock units of employees who retire at age 65.
+Added: In other circumstances where a recipient retires before age 65, the company may determine that restricted stock units shall not be forfeited.
+Added: • A recipient’s employment with the company terminates (for any reason, whether at initiative of employee, the company or otherwise), with forfeiture and claw-back at the company's discretion.
+Added: • 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.
+Added: • With respect to executives, at any time prior to vesting of the outstanding awards.
+Added: • With respect to all other employees, for a period of up to three years after retirement or the termination of employment.
+Added: Vesting of restricted stock units
+Added: The vesting period for restricted stock unit awards is not subject to acceleration, except in the case of death.
+Added: 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.
+Added: 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, except that for units vesting on the seventh anniversary that were granted to Canadian residents, the recipient may receive one common share per unit or elect to receive a cash payment for the units.
+Added: 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.
+Added: During the restricted period, the recipient will also receive cash payments equivalent to the cash dividends paid to holders of regular common stock.
+Added: 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.
+Added: Amendments to the restricted stock unit plan
+Added: In 2016, the restricted stock unit plan was amended to update provisions regarding forfeiture of restricted stock units in the event of detrimental activity, extending the period from two years to the current periods noted above.
+Added: Further, the amendments provided 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.
+Added: 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.
+Added: 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.
+Added: As a result of an employee stock program expansion implemented in 2022, the restricted stock unit plan was amended to include an additional vesting schedule, in which some new non-executive participants will be eligible for awards granted that vest 100 percent after 3 years.
+Added: Retirement plans
+Added: The company's approach to talent development stems from the need to develop future leaders broadly and deeply given the complexity and long-term nature of the business.
+Added: Retirement plans support the company's talent management approach and are designed to attract and retain talent for a career.
+Added: Retirement plans include:
+Added: • A company savings plan that is attractive to new hires who can begin building an account balance immediately upon achieving eligibility;
+Added: • Defined benefit plans, such as the company's pension plans, that help retain mid- and late-career employees until retirement eligibility.
+Added: These are viewed as the primary vehicle for retirement planning.
+Added: Named executive officers participate in the same pension plan, including supplemental pension arrangements outside the registered plan, as other employees, except for B.W.
+Added: Lyons and S.P.
+Added: Younger who participate in Exxon Mobil Corporation or respective affiliates’ pension plans.
+Added: Below are brief descriptions of the company's plans.
+Added: Plan Description
+Added: Savings plan • Employees with more than one year of service may contribute between 1 and 30 percent of normal earnings via payroll deductions.
+Added: • The company provides matching contributions up to 6% which vary depending on the amount of employee contributions and which defined benefit pension arrangement the employee participates
+Added: • 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), subject to contribution limits under the Income Tax Act.
+Added: Registered pension plan • The company provides a registered defined pension benefit when leaving the company if age, service, and other provisions under the plan are met.
+Added: • Pension is subject to income tax regulations that impose limits on the amounts that can be paid from a registered plan.
+Added: • The pension plan provides for pension benefits accrual only until December 1st in the year the employee reaches the age of 71.
+Added: • The company does not grant additional pension service credit.
+Added: Supplemental pension arrangement (SPA)
+Added: • SPA addresses any portions of the defined benefit that cannot be paid from the registered plan due to income tax regulations.
+Added: • For executive officers who receive an annual bonus, the company's SPA can also provide an annual benefit tied to annual bonus.
+Added: • SPA may be taken as a lump sum or an annuity.
+Added: • No SPA amounts are payable if an employee resigns or is terminated with cause before reaching retirement eligibility.
+Added: 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 177 .
+Added: Jolly and J.R.
+Added: Wetmore participate in the 1.6 percent provision of the company’s pension plan.
+Added: Key features of this plan for these executives include:
+Added: • 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.
+Added: Final average earnings consists of base salary over the highest 36 consecutive months in the 10 years of service prior to retirement.
+Added: • 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.
+Added: Key features of the SPA plan for the 1.6 percent provision of the pension plan include:
+Added: • Executive officers who receive an annual bonus, and meet the criteria of the SPA, can also receive an annual benefit of 1.6 percent of final average bonus earnings multiplied by years of service.
+Added: • Final average bonus earnings include the average bonus for the three highest grants of the last five bonus years awarded prior to retirement for eligible executives.
+Added: • Annual bonus could include 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 .
+Added: The value of the earnings bonus units is 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.
+Added: Lyons and S.P.
+Added: Younger are not participants in the company’s pension plan, but are participants in the Exxon Mobil Corporation or respective affiliates’ pension and savings plans:
+Added: Corson and Mr.
+Added: Lyons participate in the Exxon Mobil Pension Plan (EMPP).
+Added: Under this plan, the pension is payable in U.S.
+Added: 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.
+Added: They are also eligible for the ExxonMobil Supplemental Pension Plan (SPP) for pension benefits that cannot be paid from the EMPP due to IRS limitations.
+Added: The ExxonMobil Additional Payment Plan (APP) provides a pension based on the average annual bonus for the three highest grants of the last five awarded prior to retirement.
+Added: The SPP and APP are paid as a lump sum.
+Added: Younger participates in the Esso Australia Pty Ltd.
+Added: defined benefit plan.
+Added: 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.
+Added: Compensation decision making process and considerations for named executive officers
+Added: In addition to the assessment of business and individual performance, the executive resources committee ("committee") relies on market comparisons to a group of major Canadian companies.
+Added: Comparator companies
+Added: The following criteria are used to select comparator companies:
+Added: • Canadian companies or Canadian affiliates;
+Added: • large operating scope and complexity;
+Added: • capital intensive;
+Added: • proven sustainability over time.
+Added: List of comparator companies:
+Added: Canadian Natural Resources Limited, Cenovus Energy Inc., CNOOC International, ConocoPhillips Canada, Crescent Point Energy, Enbridge Inc., Gibson Energy, Irving Oil Ltd., MEG Energy, NOVA Chemicals Corporation, Nutrien Ltd., Ovintiv Inc., Parkland Corporation, Repsol Oil & Gas Canada Inc., Shell Canada Limited, Suncor Energy Inc., TC Energy Corporation, Valero Energy
+Added: • Non-energy :
+Added: BCE Inc., Canadian Pacific Railway Limited, Canadian Tire Corporation, Limited, General Electric Canada, IBM Canada Ltd., Proctor & Gamble Inc., Royal Bank of Canada, Teck Resources
+Added: The company is a national employer drawing from a wide range of disciplines.
+Added: Compensation trends 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.
+Added: Rather than targeting a specific percentile, the committee applies well-informed judgment, using a broader and more flexible orientation, generally a range around the median of the comparator energy companies’ compensation.
+Added: This approach applies to salaries and the annual incentive program that includes annual bonus and restricted stock units, which are also considered in relation to the majority shareholder program.
+Added: This overall approach provides the company with the ability to:
+Added: • better respond to changing business conditions;
+Added: • manage salaries based on a career orientation;
+Added: • minimize potential for automatic increasing of salaries, which could occur with an inflexible and narrow target among benchmarked companies;
+Added: • differentiate executives’ salaries based on performance and experience levels.
+Added: The elements of Exxon Mobil Corporation and respective affiliates’ compensation programs for B.W.
+Added: Lyons and S.P.
+Added: Younger, including salary, annual bonus and restricted stock units (long-term) compensation considerations, are generally similar to those of the company.
+Added: Business performance results for consideration
+Added: 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 committee in 2022.
+Added: The committee considered the results over multiple years, relative to the company’s proven business model and strategies, to deliver long-term shareholder value.
+Added: 2022 key business results
+Added: In 2022, Imperial delivered exceptional business results across a wide range of performance dimensions.
+Added: • Delivered strong safety performance and effective enterprise risk management.
+Added: • Recognized as one of Canada’s top employers by Mediacorp Canada Inc.
+Added: for the third consecutive year.
+Added: • Demonstrated clear commitment to sustainability:
+Added: ◦ Published Imperial’s Advancing Climate Solutions and Corporate Sustainability Reports.
+Added: ◦ Established the company's goal to reduce emissions intensity at its operated oil sands by 30% by 2030 compared with 2016 levels.
+Added: ◦ Progressed Pathways initiatives including technical design studies, field environmental studies and securing pore space for the Alliance to continue exploratory work to safely and permanently store CO 2 .
+Added: ◦ Entered into two of Imperial’s largest ever contracts with Indigenous-owned companies to provide large-scale earthwork, land reclamation and mining support at our Kearl asset.
+Added: ◦ Continued de
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