Sustainability - HSE Committee

Sustainability - Health, Safety and Environmental Committee


Charter

Amended as of July 30, 2019

The Board of Directors (the “Board”) of California Resources Corporation (the “Corporation”) has established the Sustainability - Health, Safety, Environment and Community Committee of the Board (the “Sustainability Committee”) with the authority, responsibility and specific duties as described in this Sustainability - Health, Safety, Environment and Community Committee Charter (the “Charter”).

I. Purposes

The purpose of the Sustainability 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 at the Corporation’s inception as an independent public company in 2014:

    • 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.

II. Membership

The Sustainability Committee must consist of not less than three members of the Board. Each member of the Sustainability 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 Sustainability Committee shall be invalid by reason of any such requirement not being met at the time such action is taken.

The members of the Sustainability 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 Sustainability 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 Sustainability Committee may designate the Chairperson by majority vote of the Committee members then in office.

III. Responsibilities

Without limiting the generality of the Sustainability Committee’s purpose, the Sustainability Committee shall have the following responsibilities:

    • Review and discuss with management the status of strategies, objectives, issues, laws and regulations regarding sustainability, HSE and community engagement;

    • Review the Corporation’s policies and programs designed to ensure compliance with applicable HSE laws and regulations, promote sustainability and conservation of natural resources and engage proactively with communities;

    • Report periodically to the Board of Directors with respect to sustainability, HSE and community engagement pertaining to the Corporation and its subsidiaries; and

    • Act in such other matters as the Board of Directors may direct.

    IV. Procedures

    • Meetings. The Committee will meet at the call of its Chairperson, two or more members of the Sustainability Committee or the Chairperson of the Board. Meetings of the Sustainability 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 Sustainability 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 Sustainability Committee, include other directors, members of the Corporation’s management, independent advisers and consultants or any other persons whose presence the Sustainability Committee believes to be necessary or appropriate. Those in attendance may observe meetings of the Sustainability Committee, but may not participate in any discussion or deliberation unless invited to do so by the Sustainability Committee, and in any event are not entitled to vote. Notwithstanding the foregoing, the Sustainability 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 Sustainability Committee.

    • Quorum and Approval. A majority of the Sustainability Committee’s members will constitute a quorum. The Sustainability Committee will act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Sustainability Committee may also act by unanimous written consent in lieu of a meeting.

    • Rules. The Sustainability 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 Sustainability Committee at any meeting thereof.

    • Reports. The Sustainability 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 Sustainability 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 Sustainability 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, Sustainability Committee members, including the Chairperson, will be reimbursed by the Corporation for all reasonable expenses incurred in connection with their duties as Sustainability Committee members o as Chairperson.

Key Contact

  • Investor Relations

  • Scott Espenshade
  • Senior Vice President - Investor Relations
  • (818) 661-6010
  • Email Investor Relations

  • Transfer Agent

  • American Stock Transfer and
    Trust Company, LLC
  • Shareholder Services
  • 6201 15th Avenue
  • Brooklyn, NY 11219
  • (866) 659-2647
  • crc@amstock.com
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