The Board of Directors adopted a limited duration stockholder rights plan on March 12, 2020, which shareholders approved on May 29, 2020. For more information, visit the Stockholder Rights Plan Policy page. Oxy does not have a classified board or similar anti-takeover devices.
All proxies, ballots and other voting material that identify how a stockholder voted are kept confidential, except to permit tabulation by an independent tabulator, to comply with law, to satisfy a stockholder's request for disclosure, in connection with a contested proxy solicitation, or if a stockholder writes a comment on a proxy card or ballot. For more information, visit the Confidential Voting page.
Code of Business Conduct
On February 13, 1997, the Board of Directors adopted a comprehensive Code of Business Conduct (PDF) applicable to all directors, officers and employees that reaffirms Oxy's commitment to high standards of ethical conduct and reinforces Oxy's business ethics, policies and procedures. The Code of Business Conduct includes Oxy's policies concerning, among other things, compliance with laws, rules and regulations (including insider trading laws); conflicts of interest (including corporate opportunities); and protection of corporate assets. The Audit Committee of the Board is responsible for monitoring compliance with the Code of Business Conduct.
Human Rights Policy
In December 2004, Oxy adopted a formal Human Rights Policy, which has been periodically updated, that sets forth Oxy’s commitment to promoting human rights in the areas where it operates. A summary of the policy is contained in the Code of Business Conduct. The Sustainability and Shareholder Engagement Committee is responsible for monitoring compliance with the Human Rights Policy.
Golden Parachute Policy
The Golden Parachute Policy provides that, subject to certain exceptions, Oxy will not enter into a severance arrangement with any executive officer that provides for benefits payable on termination of employment, including a termination that occurs by reason of a change of control, that exceed 2.99 times his or her base salary plus bonus, unless the grant of such benefits is approved by a vote of the Oxy’s stockholders.
In February 2008, the Board approved a policy requiring that all compensation consultants retained by the Executive Compensation Committee be independent. For purposes of the policy, a consultant is independent if (1) the consultant has not provided executive compensation services with respect to Oxy and its executive officers other than to the Compensation Committee and (2) the consultant firm has not received payment for services (other than to the Compensation Committee) which exceed one percent of such consultant’s gross revenues. For more information, visit the Independent Compensation Consultant Policy page.
Majority Vote for Election of Directors
Pursuant to Oxy’s by-laws, directors are elected by the majority of votes cast with respect to such director, meaning that the number of votes cast "for" a director must exceed the number of votes cast "against" that director. Any director who receives a greater number of votes "against" his or her election than votes "for" in an uncontested election (a "Majority Against Vote") must tender his or her resignation. Unless accepted earlier by the Board of Directors, such resignation shall become effective on October 31st of the year of the election.