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Exhibit
99.1
 
 Sterling Chemicals, Inc.
 Amended and Restated  Corporate Governance Committee Charter
 Preliminary Statements
 Whereas Board Corporation Committee
 Whereas
 Whereas
 Whereas Existing Charter
 Whereas
 Now, Therefore, It Is Hereby Resolved Charter
 Article I
 Purposes of the Committee
 Corporate Governance Matters
 
    
    review from time to time the Corporations Certificate of Incorporation and
Bylaws and make recommendations to the Board with respect to any changes thereto
that the Committee may deem necessary or appropriate;
    
    develop corporate governance guidelines and principles for adoption by the
Board, review from time to time the corporate governance guidelines and




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principles
adopted by the Board and make recommendations with respect to any changes thereto
that the Committee may deem necessary or appropriate;
    
    review each stockholder proposal duly and properly submitted to the Corporation
and make recommendations to the Board regarding such actions with respect thereto
that the Committee may deem necessary or appropriate;
    
    consider questions of independence of Board members and possible conflicts of
interest between the Corporation and Board members or the Corporations senior
executives and make recommendations to the Board regarding such actions with respect
thereto that the Committee may deem necessary or appropriate;
    
    review from time to time the Boards committee structure and make
recommendations to the Board regarding any changes thereto that the Committee may
deem necessary or appropriate;
    
    review from time to time with the Chairman of the Board (if any) and the Chief
Executive Officer succession plans relating to positions held by senior executive
officers of the Corporation, and make recommendations to the Board with respect to
any changes thereto as the Committee may deem necessary or appropriate;
    
    review from time to time the Corporations insurance and indemnity arrangements
for its directors and officers and make recommendations to the Board with respect to
any changes thereto as the Committee may deem necessary or appropriate;
    
    make recommendations to the Board regarding such additional actions related to
corporate governance matters as the Committee may deem necessary or appropriate; and
    
    carry out such other responsibilities as may be delegated by the Board to the
Committee from time to time.
 Nominations and Membership Qualifications
 
    
    consider, recommend and recruit candidates to fill new or vacant positions on the
Board;
    
    recommend director nominees for the next annual meeting of the stockholders of
the Corporation;
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
    
    review candidates for positions on the Board recommended by the Corporations
stockholders; and
    
    conduct appropriate and necessary inquiries into the backgrounds and
qualifications of possible candidates for positions on the Board.
  Compliance Matters provided, however
 
    
    the Corporations Code of Ethics for the Chief Executive Officer and Senior
Financial Officers (which is the province of the Corporations Audit Committee);
    
    employee safety and health, environmental protection, product safety,
environmental awareness, communications among administrative and operating personnel
or compliance with environmental laws, rules, regulations, permits or licenses
(which is the province of the Corporations Environmental, Health and Safety
Committee); or
    
    any other matter for which such powers, responsibilities, duties and authority
have been delegated to another standing committee of the Board.
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
    
    the operations of the Corporation and its subsidiaries are conducted in
compliance with all applicable laws, rules, regulations, permits and licenses,
including those pertaining to environmental, health, safety, securities, financial
and employment matters;
    
    all accounting and reporting financial errors, fraud and defalcations, legal
violations and instances of non-compliance (if any) with the Corporations
compliance and monitoring programs, corporate information and reporting systems,
codes of conduct, policies, standards, practices and procedures are detected;
    
    all violations of legal requirements (if any) are promptly reported to
appropriate governmental officials when discovered and prompt, voluntary remedial
measures are instituted; and
    
    senior management and the Board are provided with timely, accurate information to
allow management and the Board to reach informed judgments concerning the
Corporations compliance with law and business performance.
  Limitations on Responsibilities for Compliance Matters
 Article II
 Composition of the Committee
 Number
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Term; Removal; Vacancies
 Member Requirements
   Article III
 Meetings of the Committee
 Frequency
 Calling Meetings
 Agendas
 Expectations and Information Needs
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Attendees
 Quorum; Required Vote provided, however
 Rules of Procedure and Minutes provided, however
 Article IV
 Reporting to the Board; Reviews
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Article V
 Authority to Engage Advisors
 Authority to Investigate and Engage Advisors
 Engagement Fees; Funding
 Article VI
 Additional Powers; Limitations on Powers
 Additional Powers
 Limitations on Powers, Authority and Duties
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