Valero Energy Corporation Adopts Say-on-Pay, Compensation Consultant Disclosures and Other Governance Policies

SAN ANTONIO, Nov 02, 2009 (BUSINESS WIRE) -- Valero Energy Corporation (NYSE: VLO) reports that its Board of Directors has adopted a say-on-pay policy, a compensation consultant disclosure policy as well as other policies to enhance the company's corporate governance program.

Under the say-on-pay policy, stockholders will be provided an annual non-binding advisory vote on executive compensation, starting with the company's 2010 annual meeting of stockholders.

"Our executive compensation programs are designed to attract and retain the executive talent necessary to be successful and to align the executives' financial rewards with the growth and success of the company, promoting long-term, positive results for our stockholders," said Bill Klesse, Valero's Chairman of the Board and Chief Executive Officer. "The say-on-pay policy will provide stockholders an opportunity to provide feedback to our Board and management about our executive compensation programs." The compensation consultant disclosure policy provides for annual disclosure in Valero's proxy statement regarding fees paid to Valero's compensation consultant. This policy is designed to assist stockholders in their assessment of the independence of the consultant, specifically whether the consultant is free from improper conflicts of interest that might arise from excessively high fees paid for non-compensation-related services.

Valero's Board also approved an executive compensation recovery ("clawback") policy and a political contributions disclosure policy. Details of all of these policies will be available on the company's web site at www.valero.com.

"Valero has always been committed to high standards of corporate governance," said Klesse. "By adopting these policies, Valero has also demonstrated its commitment to improving its governance program to strengthen investor confidence, increase long-term stockholder value and be responsive to the views of stockholders as best practices in corporate governance evolve." Valero Energy Corporation is a Fortune 500 company based in San Antonio with approximately 22,000 employees and 2008 revenues of $119 billion. The company owns and operates 16 refineries throughout the United States, Canada and the Caribbean with a combined throughput capacity of approximately three million barrels per day, making it the largest refiner in North America. Valero is also a leading ethanol producer with seven ethanol plants in the Midwest with a combined capacity of 780 million gallons per year, and is one of the nation's largest retail operators with approximately 5,800 retail and branded wholesale outlets in the United States, Canada and the Caribbean under the Valero, Diamond Shamrock, Shamrock, Ultramar, and Beacon brands. Please visit www.valero.com for more information.

SOURCE: Valero Energy Corporation CONTACT: Valero Energy Corporation, San Antonio Investors, Ashley Smith, Vice President, Investor Relations: 210-345-2744 or Media, Bill Day, Executive Director, Corporate Communications: 210-345-2928 Website: http://www.valero.com/ Copyright Business Wire 2009 -0- KEYWORD: United States

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