OCCIDENTAL PETROLEUM CORP DE
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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Dec 31, 2023 · Filed Mar 21, 2024
Contents
Board Evaluation Process
Led by the Governance Committee, the Board conducts a robust annual evaluation of its performance and the performance of each of the
Board’s committees and the individual directors. The Governance Committee believes that board evaluations are a critical tool in assessing
the composition and effectiveness of the Board, its committees and its members and present an opportunity to identify areas of strength
and areas capable of improvement. The annual Board evaluation includes an assessment of, among other things, whether the Board and
its committees have the necessary diversity of skills, backgrounds and experiences to meet Occidental’s needs. The evaluation process
also includes ongoing discussion and feedback from directors throughout the year regarding the Board and its committees’ effectiveness.
The Governance Committee annually considers the format of its evaluation processes, which, in recent years, have intentionally included
different formats, such as questionnaires, individual director interviews and the use of a third-party facilitator. The 2023 Board evaluation
process is summarized below.
| 1 | DETERMINE THE PROCESS | In 2023, the Governance Committee recommended, and the Board approved, Board evaluations through the use of: (i) written questionnaires, (ii) a skills matrix and (iii) individual director interviews. This process was intended to encourage candid feedback from directors to promote productive discussions. |
| 2 | CONDUCT EVALUATIONS | The Board and committee questionnaires solicited feedback related to committee and board effectiveness and performance; agenda topics and materials; skills; leadership; and, at the Board level, matters related to strategy. The questionnaires also included open-ended questions that prompted each director to reflect and comment on his or her own individual performance and contributions to the Board. The Chair of the Governance Committee interviewed each director to discuss his or her questionnaire responses and to solicit additional feedback. |
| 3 | ANALYZE THE RESULTS | In late 2023, the aggregated results of the questionnaires and feedback from the director interviews was reviewed and discussed at a meeting of the Governance Committee. Each committee reviewed its individual results, and the Chair of the Governance Committee led the Board in a discussion of the overall findings at a meeting of the full Board. |
| 4 | TAKE RESPONSIVE ACTION | As part of its analysis of the evaluation results, the Board and management determined appropriate responsive actions to be implemented over the next year that are intended to address areas that were identified as capable of improvement. For example, at the Board level, this process provided valuable insight for Board succession planning and preferred director candidate qualifications. Also, in response to feedback, adjustments to the time allotted for meetings are being considered. At the committee level, for the Sustainability and Shareholder Engagement Committee as one example, in response to feedback received, the Committee reviews and discusses the company’s human capital strategy at least annually. |
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