Board Structure and Operation
Size of the Board
In determining the size of the Board, the Board of Directors will consider the level of work required from each director, including the requirement that certain Committees be composed entirely of independent directors.
Independent directors (as defined below) will comprise at least two-thirds of the members of the Board.
To be considered “independent,” a director must be affirmatively determined by the Board, after recommendation by the Corporate Governance and Nominating Committee and after due deliberation, to have no material relationship with the Company other than as a director. In making its determination concerning the absence of a material relationship, the Board adheres to all of the specific tests for independence included in the New York Stock Exchange listing standards, as such requirements are interpreted by the Board in its business judgment.
Term and Tenure
Each director will be elected for a term of one year. The Board will seek to maintain an average tenure of ten years or less for its non-employee directors.
A director shall limit service on other public company boards to a reasonable number that would not conflict with his or her responsibilities as a director of Oxy. A director should notify each of the Chairman of the Board and the Corporate Secretary prior to accepting an invitation to serve on an additional public company board.
Director Stock Ownership
Each non-employee director is expected to beneficially own a number of shares of common stock or deferred stock units of Oxy having a market price equal to at least six times the annual cash retainer for non-employee directors within five years of his or her election to the Board. A director who does not meet the minimum ownership guideline may not sell any shares of Oxy common stock until he or she meets the ownership guideline and would continue to meet the ownership guideline following any such sale.
The Corporate Governance and Nominating Committee will evaluate and make recommendations to the Board regarding the compensation of non-employee directors. Non-employee director compensation will be determined by the Board and will promote ownership of Oxy’s stock to align the interests of directors and stockholders.
The non-management directors will meet at regularly scheduled executive sessions. If the non-management directors include any directors who are not independent, executive sessions including only independent directors will be held at such times as determined by the Chairman and at least once a year.
The Committees of the Board will have standing authorization (including funding), on their own decision, to consult with members of management and to retain legal or other advisors of their choice, which advisors will report directly to the Committee that retained them.
Chairman of the Board
The Board will elect a Chairman from among the independent directors to perform the duties delegated to him pursuant to the By-laws, including:
- Propose an appropriate schedule of Board meetings and the information that shall be provided by management for Board consideration
- Approve the agendas for the Board and Committee meetings
- Recommend the retention of consultants who report directly to the Board
- Assist in assuring compliance with the Corporate Governance Policies and in recommending revisions to the policies
- Call, coordinate and develop the agenda for and moderate executive sessions of the independent directors at which no members of management are present
- Evaluate, along with the members of the Executive Compensation Committee and the other independent directors, the performance of the Chief Executive Officer
- Communicate to the Chief Executive Officer the views of the independent directors and the Board Committees with respect to objectives set for management by the Board
- Consult with other members of the Board as to recommendations on membership and chairpersons of all the Board Committees and discusses such recommendations with the Corporate Governance and Nominating Committee and the Board
- Serve as liaison between the Board and stockholders, communicating their views to the Board
Vice Chairman of the Board
The Board may elect a Vice Chairman from among the independent directors to perform the duties of the Chairman of the Board in the absence or disability of the Chairman and such other duties as may be delegated to him pursuant to the By-laws.
Tenure of the Board and Committee Chairs
The Chairs of the Board Committees and the Chairman and any Vice Chairman of the Board will be rotated from time to time.
Membership of Committees
The Corporate Governance and Nominating Committee, the Executive Compensation Committee and the Audit Committee will be composed entirely of independent directors and will also satisfy all applicable membership requirements for such.
The Corporate Governance and Nominating Committee, the Executive Compensation Committee and the Audit Committee will each have a written charter that addresses the Committee's purpose, duties, responsibilities and annual performance evaluation.
The Board is committed to achieving a diverse and broadly inclusive membership.
The Board will hold at least six regularly scheduled meetings each year.
Director Orientation and Education
Each new director will be provided with materials and information concerning Oxy in order to enable the director to perform the duties of a director. In addition, directors will be provided with continuing education, including business-specific learning opportunities through site visits and briefing sessions on topics that are relevant to Oxy. Directors are also encouraged to attend additional continuing education programs designed to enhance the performance of individual directors and the Board of Directors. Oxy will pay reasonable expenses for a director’s participation in non-company continuing education programs.
Each director will use his or her best efforts to attend, in person or by telephone, all meetings of the Board and the Committees to which such director is appointed. Each director is responsible for being familiar with Oxy’s Corporate Governance Policies, the provisions of the Code of Business Conduct applicable to directors and the charter of each Committee on which such director serves and for reviewing materials provided in advance of Board and Committee meetings.
The Board will establish performance criteria for itself and, annually, will evaluate each Committee and the overall Board. Board evaluation will include an assessment of, among other things, whether the Board and its Committees are functioning effectively and have the necessary diversity of skills, backgrounds and experiences to meet Oxy's needs. Individual director evaluations will include high standards for in-person attendance at Board and Committee meetings.
The Board of Directors, or one of its Committees, will review on a regular basis Oxy’s policies and principles for recruiting, developing and selecting the persons to succeed the Chief Executive Officer and other executive officers and will report to the Board with respect thereto at least once a year. The review will encompass the background, training, qualities and other characteristics that would be desirable in candidates to succeed the Chief Executive Officer and other executive officers as well as consideration of possible successors.
Communications with Directors
Interested parties may communicate with any non-management director by sending a letter to such director’s attention in care of OXY’s Corporate Secretary, 5 Greenway Plaza, Suite 110, Houston, Texas 77046-0506.