Sustainability and Shareholder Engagement Committee


Sustainability and Shareholder Engagement Committee Charter

The Sustainability and Shareholder Engagement Committee (the “S&SE Committee”) of the Board of Directors (the “Board”) of Occidental Petroleum Corporation (the “Corporation”) will have the composition, responsibilities, powers and authority specified in this Charter.

I. Responsibilities.

The S&SE Committee’s responsibilities are to:

  1. Oversee the Corporation’s external reporting on environmental, social and governance and sustainability matters, including climate-related risks and opportunities;

  2. Oversee the Corporation’s stockholder engagement program and report to the Board with respect to the program;

  3. Review and oversee the Corporation’s social responsibility programs, policies and practices, including the Human Rights Policy, and oversee external reporting on these matters;

  4. Review stockholder proposals related to matters overseen by the S&SE Committee, and make recommendations to the Board regarding the Corporation’s response to such proposals;

  5. Review and monitor climate-related public policy trends and related regulatory matters;

  6. Oversee the Corporation’s Political Contributions Policy and review the Corporation’s political activities and expenditures;

  7. Review and oversee the Charitable Contributions and Matching Gift Program; and

  8. Act in such other matters as the Board may direct.

II. Composition, Appointment and Procedures.

  1. The S&SE Committee shall consist of not less than three members of the Board.

  2. The members of the S&SE Committee will be appointed by the Board and will continue to act until their successors are appointed. In deciding whom to appoint, the Board will take into consideration each potential member’s experience and background. Members will be subject to removal at any time by the Board.

  3. The S&SE Committee will meet as often as necessary to carry out its responsibilities.

  4. The S&SE Committee may delegate any of its duties to a subcommittee comprising one or more members of the S&SE Committee.

  5. The S&SE Committee Chairman will be designated by the Board. The S&SE Committee Chairman will preside at each meeting. In the event the S&SE Committee Chairman is not present at a meeting, the S&SE Committee members present at that meeting will designate one of its members as the acting chair of the meeting.

III. Additional Authority and Operation.

The S&SE​ Committee will:

  1. As the S&SE Committee may deem appropriate, retain and terminate any legal or other consultants, who will report directly to the S&SE Committee, on such terms and conditions, including fees, as the S&SE Committee in its sole discretion will approve;

  2. Request that any of the Corporation’s officers, employees, outside counsel or other consultants attend a meeting of the S&SE Committee or meet with any of the S&SE Committee’s members or consultants;

  3. Annually review the S&SE Committee’s performance and Charter; and

  4. Report to the Board with respect to the foregoing.