Integration Committee

Integration Committee Charter

The Integration 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 Integration Committee's responsibilities are to: ​

  1. Oversee and assess the effectiveness of management’s integration of the business, operations and organizational culture of Anadarko Petroleum Corporation;​

  2. Oversee management’s implementation of Board-approved asset sales, capital reduction plans and other de-leveraging strategies related to the integration and monitor management’s achievement of targeted synergies; and

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

II. Composition, Appointment and Procedures.

  1. The Integration Committee shall consist of not less than three members of the Board.​

  2. The members of the Integration 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 Integration Committee will meet as often as necessary to carry out its responsibilities.​

  4. The Integration Committee may delegate any of its duties to a subcommittee comprising one or more members of the Integration Committee.​

  5. The Integration Committee Chairman will be designated by the Board. The Integration Committee Chairman will preside at each meeting. In the event the Integration Committee Chairman is not present at a meeting, the Integration 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 Integration Committee will:

  1. As the Integration Committee may deem appropriate, retain and terminate any legal or other consultants, who will report directly to the Integration Committee, on such terms and conditions, including fees, as the Integration 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 Integration Committee or meet with any of the Integration Committee’s members or consultants;

  3. Annually review the Integration Committee’s performance and Charter; and​​

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