Adopted as of November 17, 2014
The Board of Directors (the “Board”) of California Resources Corporation (the “Corporation”) has established the Health, Safety and Environmental Committee of the Board (the “HSE Committee”) with the authority, responsibility and specific duties as described in this Health, Safety and Environmental Committee Charter (the “Charter”).
The purpose of the HSE Committee is to provide direction and oversight of the Corporation’s commitment to foster sustainable growth by adhering to the following health, safety and environmental (“HSE”) principles established by the Corporation’s Board:
Safeguard people and the environment in the design, operation and maintenance of our facilities;
Engage proactively with neighbors, regulators and other stakeholders to serve as an active and supportive community partner; and
Promote conservation of water, habitat and energy in our operations.
The HSE Committee must consist of not less than three members of the Board. Each member of the HSE Committee shall be “independent” as defined by the listing requirements of the New York Stock Exchange. Notwithstanding the foregoing membership requirements, no action of the HSE Committee shall be invalid by reason of any such requirement not being met at the time such action is taken.
The members of the HSE Committee and its Chairperson will be selected annually by the Board and will serve at the pleasure of the Board. Any vacancy on the Committee will be filled by, and any member of the HSE Committee may be removed by, an affirmative vote of a majority of the Board. If a Chairperson is not designated by the Board or present at a meeting, the HSE Committee may designate the Chairperson by majority vote of the Committee members then in office.
Without limiting the generality of the HSE Committee’s purpose, the HSE Committee shall have the following responsibilities:
Review and discuss the status of HSE objectives, issues, laws and regulations with management;
Review the Corporation’s policies and programs to ensure compliance with applicable HSE laws and regulations, conservation of natural resources and community engagement regarding HSE matters;
Report periodically to the Board of Directors with respect to HSE matters affecting the Corporation and its subsidiaries; and
Act in such other matters as the Board of Directors may direct.
Meetings. The Committee will meet at the call of its Chairperson, two or more members of the HSE Committee or the Chairperson of the Board. Meetings of the HSE Committee may be in person, by conference call or video or by unanimous written consent, in accordance with the Corporation’s Bylaws. Meetings of the HSE Committee will be held at such time and place, and upon such notice, as its Chairperson may from time to time determine.
Meetings may, at the discretion of the HSE Committee, include other directors, members of the Corporation’s management, independent advisers and consultants or any other persons whose presence the HSE Committee believes to be necessary or appropriate. Those in attendance may observe meetings of the HSE Committee, but may not participate in any discussion or deliberation unless invited to do so by the HSE Committee, and in any event are not entitled to vote. Notwithstanding the foregoing, the HSE Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any director that is not a member of the HSE Committee.
Quorum and Approval. A majority of the HSE Committee’s members will constitute a quorum. The HSE Committee will act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The HSE Committee may also act by unanimous written consent in lieu of a meeting.
Rules. The HSE Committee may determine additional rules and procedures, including designation of a Chair pro tempore in the absence of its Chairperson and designation of a secretary of the HSE Committee at any meeting thereof.
Reports. The HSE Committee will maintain minutes of its meetings and make regular oral or written reports to the Board, directly or through its Chairperson, of its actions and any recommendations to the Board.
Review of Charter. Each year, the HSE Committee will review the need for changes in this Charter and recommend any proposed changes to the Board for approval.
Performance Review. Each year, the HSE Committee will review and evaluate its own performance and submit itself to a review and evaluation by the Board.
Reimbursement of Expenses. Subject to the Corporation’s Corporate Governance Guidelines and other policies, HSE Committee members, including the Chairperson, will be reimbursed by the Corporation for all reasonable expenses incurred in connection with their duties as HSE Committee members or as Chairperson.