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 will comprise at least two-thirds of the members of the Board.
In order for a director to qualify as an "independent director," the Board must affirmatively determine that the director has no material relationship with Occidental (either as a partner, stockholder or officer of an organization that has a relationship with Occidental) that would preclude that nominee from being an independent director. For the purpose of such determination, an "independent director" is a director who:
Each director will be elected for a term of one year.
No person 75 or older will be elected a director, unless as to such person such requirement is unanimously waived by the members of the Nominating and Corporate Governance Committee and such Committee's action is ratified and approved by a majority of the disinterested directors on the Board of Directors.
No director of Occidental will hold more than four "for-profit" corporate directorships (including his or her Occidental directorship) at any one time.
Director Stock Ownership
Each director will beneficially own at least 5,000 shares of Occidental's stock within two years of his or her election to the Board.
Compensation for directors will promote ownership of Occidental's stock to align the interests of directors and stockholders and the independence of directors.
The independent directors will hold at least two regularly scheduled executive sessions each year at which employee directors and other members of management are not present. The Lead Independent Director will preside at such executive sessions.
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.
Lead Independent Director
The Board designate will serve as Lead Independent Director to coordinate the activities of the independent directors and, in addition, to perform the following duties:
Membership of Committees
The Nominating and Corporate Governance Committee, the Executive Compensation and Human Resources Committee and the Audit Committee will be comprised entirely of independent directors and will also satisfy all applicable membership requirements for such.
The Nominating and Corporate Governance Committee, the Executive Compensation and Human Resources Committee and the Audit Committee will each have a written charter that addresses the committee's purpose, duties, responsibilities and annual performance evaluation. To read the committee charters, click here.
The Board is committed to achieving a diverse and broadly inclusive membership by creating equal opportunity for men and women of every race, color, religion, ethnicity, national origin and cultural background.
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 Occidental in order to enable the director to perform the duties of a director. In addition, the Board will provide or sponsor each year eight hours of continuing education designed to enhance the performance of individual directors and the Board of Directors.
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 Occidental's Governance Principles, the provisions of the Code of Business Conduct (PDF) 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 director, 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 Occidental's needs. Individual director evaluations will include high standards for in-person attendance at Board and committee meetings.
The Board of Directors will review on a regular basis Occidental's policies and principles for recruiting, developing and selecting the persons to succeed the CEO and other executive officers. The review will encompass the background, training, qualities and other characteristics that would be desirable in candidates to succeed the CEO and other executive officers as well as consideration of possible successors.
Communications with Directors
Interested parties may communicate with any nonmanagement director by sending a letter to such director's attention in care of Occidental's Corporate Secretary, 10889 Wilshire Blvd., Los Angeles, California 90024.