Oxy promotes high ethical standards, institutional integrity and effective corporate governance in every facet of our enterprise.
A number of policies and systems are in place to help ensure that business practices throughout the company are consistently effective, responsive and highly principled.
- The comprehensive Code of Business Conduct (PDF) governs all business activities of the company. It reaffirms our commitment to high standards of ethical conduct and embodies Oxy's business ethics, policies and procedures.
- A formal Human Rights Policy was adopted in 2004. The policy defines Oxy's commitment to promoting in its business activities those rights and freedoms universally recognized in international as well as national law.
- Corporate Governance Policies address the structure and operation of the Board of Directors, including director education, performance criteria and succession planning.
- Comprehensive Health, Environment and Safety (HES) Policies and Procedures address public and occupational health and safety, industrial hygiene, environmental protection and HES risk management. For international operations, HES performance standards incorporate provisions of the Human Rights Policy.
We promote positive engagement with stakeholders in the communities where Oxy operates. Stakeholder engagement covers a wide range of activities, from discussion of specific projects with neighbors and permitting authorities, to interaction with community representatives and civic organizations to identify how the company can assist in sustainable social and economic development. Environmental and social impact assessments are important foundations for early engagement, and town meetings, surveys and consultations help us understand local issues and expectations. Consistent with our Human Rights Policy, these assessments and consultations are a standard requirement for Oxy's international operations.
Oxy is governed by a Board of Directors, which, among other duties, sets the company’s policy, objectives and overall direction and monitors and evaluates the senior management team. At Oxy’s May 4, 2012, Annual Meeting, Oxy’s stockholders elected 11 directors to the Board, nine of whom are independent directors meeting the independence criteria set forth in the New York Stock Exchange Listed Company Manual and Oxy’s Corporate Governance Policies. The Board regularly reviews Oxy's governance to ensure stringent internal controls and exemplary business practices. As a result, the Board has implemented a number of changes that are widely considered to be hallmarks of responsible governance.
For example, in April 2011, Oxy became the first Fortune 500 company to hold a “Fifth Analyst Call” to discuss the executive compensation changes described in the 2011 Proxy Statement. During the call, Oxy’s Lead Independent Director and the Chair of the Executive Compensation and Human Resources Committee answered questions from institutional investors from around the world, providing convenient access to Board members. In addition, the Board of Directors has instituted majority voting for directors in uncontested elections and confidential voting, and adopted a requirement that at least two-thirds of the directors be independent. In 2009, Oxy amended its Restated Certificate of Incorporation to permit stockholders to call special meetings.
The Board has a lead independent director who is responsible for setting the agenda for the Board meetings as well as acting as a liaison between the Board and the Executive Chairman and the President and Chief Executive Officer as well as between the Board and stockholders. The Board has six standing committees, comprised entirely of independent directors. The standing committees include the Audit Committee, which hires independent auditors to audit Oxy's consolidated financial statements, books, records and accounts, discusses the company's financial accounting and reporting principles and internal controls with auditors and management, and oversees the compliance program for the Code of Business Conduct.
The independent Corporate Governance, Nominating and Social Responsibility Committee is responsible for periodic review of Oxy's Corporate Governance Policies. This committee oversees the evaluation of the Board and management, reviews social responsibility policies, programs and practices, and oversees compliance with the Human Rights Policy.
Also composed entirely of independent directors are the Finance and Risk Management Committee, which reviews Oxy’s business commitments, strategies, policies and plans, the Environmental, Health and Safety Committee, whose members review the HES performance of Oxy's operations, the results of internal compliance reviews and progress on remediation projects, the Executive Compensation and Human Resources Committee, and the Charitable Contributions Committee.
As outlined in the Code of Business Conduct, Oxy employees may raise questions or concerns for consideration directly to their supervisors or management. Alternatively, employees may raise questions or concerns anonymously by either calling the company's Compliance Line or submitting a web-based report. The Compliance Line and website are operated by an independent third-party vendor. All reports are treated confidentially to the extent possible. For more information, please visit the Code of Business Conduct page in our Investor Relations section.
The Board's Executive Compensation and Human Resources Committee is the sole arbiter of compensation for the Executive Chairman and for the President and Chief Executive Officer and also sets compensation for Oxy's senior executives. A strong emphasis on performance-based compensation is intended to encourage and reward actions by executives that maximize value creation for stockholders. Along with financial results, the Committee considers performance in the following key areas in setting executive compensation: organizational development; succession planning; governance and ethical conduct; functional and operating accomplishments; health, environment and safety responsibilities; and encouragement of diversity. Oxy's proxy statement contains additional information on executive compensation.
Each non-employee director receives compensation in the form of an annual retainer and shares of restricted common stock – the latter to ensure that the directors' interests are aligned with those of the stockholders. Oxy does not provide option awards, non-equity incentive awards, or retirement plans for non-employee directors.
Nominees for director must meet several criteria in order to be considered for a seat on the Board. In addition, to be considered independent, a director must satisfy the independence criteria of the New York Stock Exchange Listed Company Manual and Oxy's Corporate Governance Policies. Qualities considered include business experience, character, diversity and specialized knowledge or expertise that would be beneficial to the Board and Oxy.
The Conflict of Interest Policy requires directors, officers and employees to avoid activities or business interests that could be construed as divergent from, or in competition with, Oxy's interests or the individuals' responsibilities at Oxy. Directors and executive officers must annually disclose any transactions between themselves or their immediate family members and the company. There were no transactions by any of the directors or executive officers in 2011 that were required to be reported pursuant to the Conflict of Interest Policy.
The performance of individual directors, committees and the full Board of Directors is evaluated annually. The annual assessment focuses on such factors as whether committees are functioning effectively and whether Board members represent the necessary diversity of skills, backgrounds and experience to meet the company's current and future needs.
Stockholders, employees and others who wish to communicate with a director or a committee may do so by sending a letter or fax to his or her attention in care of Oxy's Corporate Secretary at the Los Angeles headquarters. In addition, the Proxy Statement for the Annual Meeting of Stockholders contains information on avenues available to stockholders who wish to submit proposals or introduce items of business at the Annual Meeting, or nominate individuals to serve on the Board of Directors.
Oxy is a member of numerous organizations that are committed to promoting responsible business practices. Examples include:
- American Petroleum Institute (API)
- American Chemistry Council (ACC)
- Business for Social Responsibility (BSR)
- Business Roundtable
- The Chlorine Institute
- The Conference Board
- Corporate Environmental, Health & Safety Management Roundtable
- Global Environmental Management Initiative (GEMI)
- International Petroleum Industry Environmental Conservation Association (IPIECA)
- Mary Kay O’Connor Process Safety Center
- National Petrochemical and Refiners Association
- Society of Governance Professionals and Corporate Secretaries
- Vinyl Institute
- Voluntary Principles on Security and Human Rights
- World Environment Center