CG Principles for Board of Directors

As Amended through February 8, 2011

A. INTRODUCTION

The Board of Directors of OM Group, Inc. has adopted these governance principles to assist it in following corporate practices that serve the best interests of the Company and its stockholders. The Board intends that these Principles serve as a flexible framework within which the Board may conduct its business, not as a set of binding legal obligations. The Principles should be interpreted in the context of all applicable laws, the Company's charter documents and other governing legal documents. See Section G for definitions of certain terms used in these Principles.

B. ROLES AND RESPONSIBILITIES

1. Role of Senior Management. Senior management, led by the Chief Executive Officer, is responsible for running the Company's day-to-day operations and appropriately informing the Board of the status of such operations.

2. Role of the Board of Directors. The Board oversees management's performance on behalf of the Company's stockholders. Its primary duties are to:

review and approve corporate strategies;
directly and through its Audit Committee, monitor and evaluate management's systems for internal control, financial reporting and public disclosure;
establish corporate governance standards;
plan for effective succession of the chief executive officer and senior management;
set standards for director qualification;
oversee the Chief Executive Officer who, with senior management, runs the Company on a daily basis; and
monitor management’s performance to ensure that the Company operates in an effective, efficient and ethical manner.

3. Formal Evaluation of Performance and Compensation of CEO. The Board of Directors is responsible for the annual evaluation of the performance of the Chief Executive Officer. This evaluation shall be communicated to the CEO by the Lead Independent Director and the Chair of the Compensation Committee. The Compensation Committee has been delegated the responsibility of developing a suitable plan for effective succession of the Chief Executive Officer and senior management, which shall include policies and principles for selection and performance review of the Chief Executive Officer and for policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer. Decisions with respect to compensation of the Chief Executive Officer shall be made by the Outside Directors based on recommendations from the Compensation Committee of the Board. All members of the Compensation Committee shall be Independent Directors. The Compensation Committee will consult with the Chief Executive Officer with respect to the evaluation of all Officers, except the Chief Executive Officer.

C. BOARD COMPOSITION AND SELECTION OF DIRECTORS

1. Size of the Board. The number of directors that constitutes the Board shall be fixed from time to time in the manner prescribed in the By-Laws of the Company. The Board shall periodically review its size to ensure that the current number of members most effectively supports the Company.

2. Proportion of Independent Directors. Two-thirds of the members of the Board shall be, in the business judgment of the Board, independent in accordance with the rules of the New York Stock Exchange and these Principles. In addition, all directors who are not executives of the Company shall be independent.

3. Number of Boards. Independent Directors shall serve on no more than three boards of publicly or privately held corporations, including the Company, provided that the Directors may waive this requirement and permit service on up to 5 boards of publicly or privately held corporations if the Board determines that particular Director or candidate presents compelling circumstances that justify such a waiver. The Chief Executive Officer shall serve on no more than two boards of publicly or privately held corporations, in addition to the Company, and shall serve on non-profit boards with the advance consent of the Nominating and Governance Committee.

4. Selection of New Directors. The Company's stockholders annually elect the directors who will serve on the Company's Board in accordance with the By-Laws of the Company. The Board is responsible for nominating individuals to present to the stockholders as candidates for Board membership and for selecting members to fill Board vacancies. The Board has delegated to the Nominating and Governance Committee the screening process for identifying possible candidates. The Board and the Nominating and Governance Committee consider the mix of director characteristics, experiences and diverse perspectives and skills that are most appropriate to meet the Company's needs. All members of the Nominating and Governance Committee shall be Independent Directors.

5. Directors Receiving a Majority Withheld Vote.

Any nominee for director in an uncontested election (i.e., an election where the only nominees are those recommended by the Board or any committee of the Board) who receives a greater number of votes "withheld" from his or her election than votes "for" such election (a "Majority Withheld Vote") shall promptly tender his or her resignation following certification of the stockholder vote.
The Nominating and Governance Committee (for the purposes of this section, hereinafter referred to as "Committee") will promptly consider any tendered resignation and will recommend to the Board whether to accept any tendered resignation or to take some other action, such as rejecting a tendered resignation and addressing the apparent underlying causes of the "withheld" votes. In making this recommendation, the Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons why stockholders "withheld" votes for election from such director (if ascertainable), the length of service and qualifications of any director whose resignation has been tendered, the contributions to the Company by any such director, whether by accepting any such resignation the Company will no longer be in compliance with any applicable law, rule, regulation or governing document, and whether accepting any such resignation is in the best interests of the Company and its stockholders.
The Board will act on the Committee's recommendation no later than at its first regularly scheduled meeting following certification of the stockholder vote, but in any case, no later than 120 days following the certification of the stockholder vote. In considering the Committee's recommendation, the Board will review the factors considered by the Committee and take into account such additional information and factors the Board believes to be relevant. The Company will promptly publicly disclose the Board's decision and process in a periodic or current report filed with the Securities and Exchange Commission.
Any director who tenders his or her resignation pursuant to this provision may not participate in the Committee recommendation or Board consideration regarding whether to accept any tendered resignation. However, such director shall remain active and engaged in all other Committee and Board activities, deliberations and decisions during this Committee and Board process.
If a majority of the members of the Committee received a Majority Withheld Vote at the same election, then the independent directors who are on the Board who did not receive a Majority Withheld Vote will appoint an "ad hoc" Board committee amongst themselves solely for the purpose of considering the tendered resignations and such "ad hoc" Board committee will perform the function of the Committee as described above and recommend to the Board whether to accept or reject the tendered resignations. If the only directors who did not receive a Majority Withheld Vote in the same election constitute four or fewer directors, then all directors may participate in the Board consideration regarding whether to accept the tendered resignations.

6. Directors Who Change Their Present Job Status. A Director shall inform the Chairman of the Board of any principal occupation change, including retirement. The director shall offer his or her resignation, subject to acceptance by the full Board. The Chairman of the Board shall advise the Board of such change in status, and the Board shall determine the continued appropriateness of Board membership under these circumstances.

7. Retirement Policy. The Board has adopted a retirement policy for directors under which a director must resign from the Board when he or she reaches age 72 or prior to the next annual meeting of stockholders. The Board, in consultation with management and the retiring member, shall determine on which of the above dates the resignation shall become effective and may waive the policy under special circumstances.

8. Director Orientation and Continuing Education. The Board, in coordination with the management of the Company, shall develop an appropriate orientation program for new directors and standards for continuing education. The orientation program shall acquaint new directors with the Company's strategies, long-term plans, financial statements, properties and operations, corporate governance principles and the Company's Code of Ethics. Continuing education shall be provided from time to time by the Company in connection with a regularly scheduled Board meeting and may focus upon, among other things, legal and regulatory changes that affect the company, internal control procedures, financial statement analysis, corporate governance principles and fiduciary duties of the Board. In addition, directors are encouraged to attend external seminars or conferences they would find helpful and relevant to their Board duties. Each director will be reimbursed by the Company for his/her reasonable expenses relating to attendance at such external seminars or conferences.

D. BOARD PROCEDURES

1. Selection of Chairman and Chief Executive Officer. The Board of Directors shall select and appoint the Chairman of the Board and the Chief Executive Officer. The Chairman of the Board may also serve as the Chief Executive Officer if a Lead Independent Director is elected.

2. Lead Independent Director. If the Chairman of the Board is not an Independent Director, then the Independent Directors shall elect by majority vote a Lead Independent Director to coordinate among the other Independent Directors. The Lead Independent Director's duties include to:

Chair meetings of non-management directors.
Develop board meeting agendas with CEO.
Assist board committee chairs with committee meeting agendas, if requested.
Facilitate communication between the directors and the CEO; communicate the directors’ perspectives and consensus view to the CEO.
Help resolve board differences.
Interview board candidates.
Serve as an independent point of contact for stockholders wishing to communicate with the Board other than through the Chairman
In conjunction with the Chair of the Compensation Committee, oversee the annual Board evaluation of the CEO.
Lead the CEO search process should such a need arise.

3. Agenda and Materials. The Chairman will work with the Lead Director to set the agenda for the Board meetings with the opportunity for suggestions from other Directors. Board materials will be provided sufficiently in advance when feasible and appropriate to help the Directors make informed decisions.

4. Attendance at Board Meetings. The Board has four regularly scheduled meetings each fiscal year, plus special meetings as required. Each Board member shall make every effort to attend each board meeting, preferably in person but in special circumstances via telephone conference call or other electronic means, devote the necessary time required and review, in advance, meeting materials so as to be prepared for such meetings to the extent necessary to perform and carry out such director's duties.

5. Time Commitment and Board Service. Each Board member is expected to ensure that his or her other existing and planned future commitments do not materially interfere with such member's service on the Company's Board.

6. Executive Sessions. Outside Directors shall meet in executive sessions without management in connection with each regular Board meeting. The Outside Directors may, at their discretion, request that legal counsel attend such executive sessions. Directors who are Independent Directors shall hold an executive session at least once per quarter.

7. Conflicts of Interest.

Director Conflicts of Interest. A director's other relationships, including business, family or those with non-profits, could occasionally give rise to the perception that the director has a material, personal interest on a particular issue involving the Company. The Board, after consulting with counsel if the Board deems necessary or appropriate, shall determine on a case-by-case basis whether a conflict of interest actually exists. The Board shall take appropriate steps to identify such potential conflicts and to ensure that all directors voting on an issue are disinterested with respect to that issue. Any Board member who is concerned about a potential conflict of interest shall discuss the matter with the Chairman and the Lead Independent Director. If the Chairman or Lead Independent Director, in consultation with counsel as appropriate, identifies a potential conflict, then they shall raise the issue with the Audit Committee and the full Board if appropriate.
Officer Conflicts of Interest. An Officer's other relationships, including business, family, or those with non-profits, could occasionally give rise to the perception that the individual has a material, personal interest on a particular issue involving the Company. The Board has delegated the task of evaluating certain conflicts of interest to the Audit Committee of the Board. The Audit Committee, after consulting with counsel if the committee deems necessary or appropriate, shall determine on a case-by-case basis whether a conflict of interest actually exists.

8. Availability of Outside Advisors. The Board and its Committees may retain independent, outside advisors of its choosing at the Company's expense, which may include legal, accounting, investment banking and any other independent advisors as deemed necessary or appropriate by the Board. The Board need not obtain management's consent to retain independent, outside advisors but should promptly advise management of such retention.

9. Access to Information and Employees. The Board shall have complete, unfettered access to any information about the Company that it deems necessary or appropriate to carry out its duties, which includes, among other things, access to the Company's employees (senior management, in particular), documents and the Company's facilities.

10. Corporate Governance Principles and Self-evaluation. The Board shall review these Principles at least every two years and make such amendments as are necessary. The Board shall conduct an annual self-evaluation to determine whether it and its committees are functioning effectively and to evaluate the non-executive Chairman, if applicable. To facilitate this self-evaluation, the Nominating and Governance Committee will survey and receive comments from each director and report annually to the full Board with an assessment of the Board's performance.

E. BOARD COMMITTEES

1. Number and Composition of Committees. The Company's Board currently has three committees: Audit, Compensation and Nominating and Governance. From time to time the Board may form a new committee or disband a current committee depending upon the circumstances; provided, however, that committee composition shall conform to the standards of the New York Stock Exchange's ("NYSE") Listed Company Manual and other applicable regulations, as such regulations may be amended from time to time. Specifically, and as set forth in these Principles, the Company's Audit Committee, Nominating and Governance Committee and Compensation Committee shall consist solely of Independent Directors. Each of these Committees shall have not less than three members.

2. Appointment and Term of Service of Committee Members. The Board has delegated to the Nominating and Governance Committee the task of making recommendations as to members and chairs of the various committees. After consideration of these recommendations, the Board shall appoint Committee members and Committee chairpersons (if any), who shall serve until their resignation or until the Board appoints a successor.

3. Committee Proceedings. Committee proceedings shall conform to the standards of the NYSE's Listed Company Manual and other applicable regulations, as they may be amended from time to time. Specifically, the Company's Audit Committee, Nominating and Governance Committee and Compensation Committee shall be governed by written charters approved by the Board and by each applicable committee. All Board members are welcome to attend committee meetings. The agendas and meeting minutes of the committees shall be shared with the full Board (if requested). The committee Chairperson shall periodically report to the Board on significant matters discussed by the committees.

F. BOARD COMPENSATION

Outside Directors shall receive director's fees as recommended by the Compensation Committee and approved by the Board of Directors. Each member is reimbursed for reasonable out-of-pocket expenses incurred in performing his or her duties as a director, including expenses incurred to attend director education seminars. In order to maintain independence for members of the Audit Committee, directors who are members of the Audit Committee shall receive only director's fees, which may be in the form of cash, stock options and/or stock of the Company or other in-kind consideration ordinarily available to directors, and all of the regular benefits that other directors receive. It is appropriate for the management to report from time to time to the Compensation Committee on the status of Board compensation in relation to other similarly situated U.S. companies to ensure that the Company's Board compensation is appropriate and competitive.

G. DEFINITIONS

1. Independent Director. "Independence" of a director for membership on a Board Committee will be affirmatively determined according to these Principles and applicable rules of the NYSE, with the goal of assuring that directors have no relationship to the Company that may interfere with the exercise of their independence from management, the Company and the independent auditors. "Independent Director" shall mean a director that:

is "independent" as that term is defined in the NYSE Listed Company Manual;
is not and has not been employed by the Company or its subsidiaries in an executive capacity within three years immediately prior to the annual meeting at which the nominees of the Board of Directors will be voted upon;
has not received any remuneration as an advisor, consultant, or legal counsel to the Company or to a member of the Company's senior management, and is not employed by a private or public company at which an executive officer of the Company serves as a director;
has not received, during the current calendar year or any of the three immediately preceding calendar years, remuneration, directly or indirectly, other than de minimis remuneration (less than $25,000), as a result of service as, or being affiliated with an entity that serves as (a) a significant supplier of the Company; or (b) a significant customer of the Company.
does not have significant personal service contracts with the Company, its subsidiaries or any member of the Company’s senior management;
is not an employee or officer with a not-for-profit entity that receives contributions from the Company or the Company’s executive officers totaling the lesser of $100,000 or 5% of the entity’s total contribution in the preceding two years;
during the current calendar year or any of the three immediate preceding calendar years, has not had any business relationship or engaged in any transaction with the Company for which the Company has been required to make disclosure under Regulation S-K of the Securities and Exchange Commission, other than for service as a director;
has not had any of the relationships described in subsection B through G above with any affiliate of the Company;
is not a spouse, parent, mother-in-law, father-in-law, sister-in-law, brother-in-law, sibling or child of any person described in B through F above; and
Does not have beneficial ownership interest of five percent or more in an entity that has received remuneration, other than de minimis remuneration, from the Company, its subsidiaries, or affiliates. De minimis remuneration is defined as (a) direct remuneration of $60,000 or less received from the Company, its subsidiaries, or affiliates during a calendar year (other than compensation); or (b) indirect remuneration paid to an entity if such remuneration does not exceed the 3% of the gross revenues of the entity and did not directly result in an increase in the compensation received by the director from that entity.

2. Principles. "Principles" means these corporate governance principles adopted by the Board as of the date first written above, and as may be amended from time to time to conform with applicable rules and regulations.

3. Officer. An "Officer" means an individual who is deemed an executive officer for purposes of Section 16 of the Securities Exchange Act of 1934.

4. Outside Director. An "Outside Director" means any director who is not currently or formerly an employee of the Company.