Baker Hughes 2009 Annual Report Download - page 17

2009 Proxy Statement 7
Nominees (cont’d.) Principal Occupation Age Director Since
J.W. Stewart* Chairman of the Board of Directors, President and Chief Executive Officer of BJ 65 2010
Services Company (pressure pumping services) from 1990 to 2010. Prior to 1990,
Mr. Stewart held various management and staff positions with BJ Services Company
and its predecessor company.
James L. Payne* Chairman and Chief Executive Officer of Shona Energy Company, Inc. (independent 72 2010
energy company) since 2006 and its predecessor Shona Energy Company, LLC
formed in January 2005, Chairman, President and Chief Executive Officer of Nuevo
Energy Company from 2001 to 2004, Chairman and Chief Executive Officer of
Santa Fe Energy from 1990 until May 1999, Chief Executive Officer and Chairman
of Santa Fe Snyder Corporation from 1999 to 2000, Vice Chairman and a director
of Devon Energy Corporation from 2000 to 2001 and a director of BJ Services
Company from 1999 to 2010. Mr. Payne is also a board member of Nabors
Industries Ltd. and Global Industries, Ltd.
* To be appointed to the Board of Directors upon completion of the Merger pursuant to the Merger Agreement.
Company Nominees for Directors
Prior to Completion of the Merger
If the Merger is not completed prior to the Annual
Meeting, the Board of Directors recommends a vote FOR
the election to the Board of Directors each of the follow-
ing eleven nominees:
Larry D. Brady – See biography above.
Clarence P. Cazalot, Jr. – See biography above.
Chad C. Deaton – See biography above.
Edward P. Djerejian – See biography above.
Anthony G. Fernandes – See biography above.
Claire W. Gargalli – See biography above.
Pierre H. Jungels – See biography above.
James A. Lash – See biography above.
J. Larry Nichols – See biography above.
H. John Riley, Jr. – See biography above.
Charles L. Watson – See biography above.
Election Policy
It is the policy of the Board of Directors that any nominee
for director who receives a “withhold” vote representing a
majority of the votes cast for his or her election would be
required to submit a letter of resignation to the Board’s Gover-
nance Committee. The Governance Committee would recom-
mend to the Board whether or not the resignation should be
accepted. Pursuant to the Company’s Bylaws, in case of a
vacancy on the Board of Directors, a majority of the remaining
directors will appoint a successor, and the director so appointed
will hold office until the next annual meeting or until his or
her successor is elected and qualified or until his or her earlier
death, retirement, resignation or removal.
CORPORATE GOVERNANCE
The Company’s Board of Directors believes the purpose
of corporate governance is to maximize stockholder value in
a manner consistent with legal requirements and the highest
standards of integrity. The Board has adopted and adheres to
corporate governance practice, which the Board and manage-
ment believe promote this purpose, are sound and represent
best practices. The Board periodically reviews these governance
practices, Delaware law (the state in which the Company is
incorporated), the rules and listing standards of the NYSE and
SEC regulations, as well as best practices suggested by recog-
nized governance authorities. The Board has established the
Company’s Corporate Governance Guidelines as the principles
of conduct of the Company’s business affairs to benefit its
stockholders, which Guidelines conform to the NYSE corporate
governance listing standards and SEC rules. The Corporate
Governance Guidelines are attached as Annex B to this Proxy
Statement, posted under the “Corporate Governance” section
of the Company’s website at www.bakerhughes.com/investor
and are also available upon request to the Company’s Corpo-
rate Secretary.
Board of Directors
During the fiscal year ended December 31, 2009, the
Board of Directors held ten meetings, the Audit/Ethics Com-
mittee held nine meetings, the Compensation Committee held
five meetings, the Governance Committee held four meetings
and the Finance Committee held five meetings. Each director
attended more than 82% of the total number of meetings of
the Company’s Board of Directors and of the respective Com-
mittees on which he or she served. During fiscal year 2009,
each independent non-management director was paid an
annual retainer of $75,000. The Lead Director received an
additional annual retainer of $15,000. The Audit/Ethics Com-
mittee Chairman received an additional annual retainer of
$20,000. Each of the other independent non-management
Committee Chairmen received an additional annual retainer of
$15,000. Each of the members of the Audit/Ethics Committee,
excluding the Chairman, received an additional annual retainer
of $10,000. Each of the members, excluding the Chairmen, of
the Compensation, Finance and Governance Committees
received an additional annual retainer of $5,000. Each non-
management director also received annual non-retainer equity
in a total amount of $200,000, in the form of (i) restricted
shares of the Company’s Common Stock with a value of
$140,000 issued in January of each year that generally will
vest one-third on the annual anniversary date of the award
(however, the restricted shares, to the extent not previously