2004 Committee Charter : OXYThe Nominating and Corporate Governance Committee (the "Governance
Committee") of the Board of Directors (the "Board") of Occidental Petroleum
Corporation (the "Corporation") shall have the composition, responsibilities,
powers, duties and authority specified in this Charter.
I. PURPOSE. The Governance Committee's purpose is to:
(a) Identify individuals qualified to become directors, consistent with
criteria approved by the Board, and to recommend that the Board select the
director nominees for the next Annual Meeting of Stockholders;
(b) Review and recommend to the Board the corporate governance principles
applicable to the Corporation;
(c) Oversee the evaluation of the Board and the Corporation's management;
(d) Perform such other duties and responsibilities expressly delegated to
the Governance Committee by the Board from time to time.
II. COMPOSITION, APPOINTMENT AND PROCEDURES.
(a) The Governance Committee shall consist of not less than three members
of the Board, each of whom is an "independent director" as defined in the
Corporation's Governance Policies and as required by the New York Stock
(b) The members of the Governance Committee shall be appointed by the
Board and shall continue to act until their successors are appointed. In
deciding whom to appoint, the Board shall take into consideration each
potential member's experience and background, including familiarity with
corporate governance issues. Members shall be subject to removal at any
time by the Board.
(c) The Governance Committee shall meet at least twice each year,
including at least one time in executive session without management.
(d) The Governance Committee may delegate any of its duties to a
subcommittee comprising one or more members of the Governance Committee.
III. DUTIES AND RESPONSIBILITIES WITH RESPECT TO NOMINATIONS TO THE BOARD.
(a) The Governance Committee shall make recommendations to the Board as to
(1) candidates for election to the Board at the Annual Meetings of
Stockholders of the Corporation and, if applicable, to fill vacancies on
the Board and (2) the qualifications of any such candidate.
(b) Candidates shall be selected for their character, judgment, business
experience, time commitment and acumen and such other factors as the
Governance Committee deems appropriate. No candidate who has not been
interviewed by the Governance Committee shall be recommended to the Board
(c) The Governance Committee shall report to the Board with respect to the
foregoing. Final approval of a candidate shall be determined by the Board.
(d) The Governance Committee shall assist management in the preparation of
the disclosure with respect to the nominating functions of the Committee
required to be included in the Corporation's proxy statement in accordance
with the Rules and Regulations of the Securities Exchange Act of 1934, as
IV. DUTIES AND RESPONSIBILITIES WITH RESPECT TO CORPORATE GOVERNANCE.
(a) The Governance Committee, in consultation with the Chairman of the
Board and Chief Executive Officer, shall be responsible for periodic review
and interpretation of the Corporation's Corporate Governance Policies and
guidelines, as well as consideration of other corporate governance issues
and practices that may, from time to time, merit consideration by the
Board, including all applicable laws, regulations and liability
(b) The Governance Committee, in consultation with the Chairman of the
Board and Chief Executive Officer, shall consider and make recommendations
to the Board concerning the appropriate size and needs of the Board.
(c) The Governance Committee shall assist the Board and its other
committees in establishing performance criteria and in performing their
self evaluation. Board evaluation shall include an assessment of whether
the Board has the necessary diversity of skills, backgrounds and
experiences to meet the Corporation's ongoing needs. Committee evaluations
shall include an assessment of whether each Committee is fulfilling its
duties and responsibilities under its charter. Individual director
evaluations shall include high standards of in-person attendance at Board
and committee meetings.
(d) The Governance Committee periodically shall review and recommend
policies relating to directors and the Board, including committee structure
and size, share ownership, and retirement and resignation.
V. ADDITIONAL AUTHORITY AND OPERATION. The Governance Committee shall:
(a) As the Governance Committee may deem appropriate, retain and terminate
such any legal or other consultants, including search firms to identify
director candidates, who shall report directly to the Governance Committee,
on such terms and conditions, including fees, as the Governance Committee
in its sole discretion shall approve;
(b) Request that any of the Corporation's officers, employees, outside
counsel or other consultants attend a meeting of the Governance Committee
or meet with any of the Governance Committee's members or consultants;
(c) Annually review the Governance Committee's performance and Charter;
(d) Report to the Board with respect to the foregoing.