Baker Hughes 2009 Annual Report Download - page 18

8 Baker Hughes Incorporated
vested or forfeited, will become fully vested on the annual
meeting of stockholders next following the date the non-
management director attains the age of 72); and (ii) options
to acquire the Company’s Common Stock with a value of
$30,000 issued in each of January and July. The options will
vest one-third each year beginning on the first anniversary
date of the grant of the option. The Company previously pro-
vided benefits under a Directors Retirement Plan, which Plan
remains in effect until all benefits accrued thereunder are paid
in accordance with the current terms and conditions of that
Plan. No additional benefits have been accrued under the
Plan since December 31, 2001. Messrs. Djerejian, Fernandes,
Nichols, Riley, Watson and Ms. Gargalli have accrued benefits
under the Plan.
Director Independence
All members of the Board of Directors, other than the
Chairman, President and Chief Executive Officer, Mr. Deaton,
satisfy the independence requirements of the NYSE. In addi-
tion, the Board has adopted a “Policy for Director Indepen-
dence, Audit/Ethics Committee Members and Audit
Committee Financial Expert” (“Policy for Director Indepen-
dence”) included as Exhibit C to the Corporate Governance
Guidelines, which are attached as Annex B to this Proxy State-
ment. Such Policy supplements the NYSE independence
requirements. Directors who meet these independence stan-
dards are considered to be “independent” as defined therein.
The Board has determined that all the nominees for election at
this Annual Meeting, other than Mr. Deaton, meet these stan-
dards. The Board of Directors has not yet made an indepen-
dence determination with respect to J.W. Stewart and James L.
Payne, the two BJ Services directors to be appointed to the
Board of Directors upon completion of the Merger pursuant to
the Merger Agreement, as discussed in Proposal No. 1 regard-
ing the Election of Directors on page 3.
Regularly Scheduled Executive Sessions
of Independent Non-Management Directors
Pursuant to the Corporate Governance Guidelines, execu-
tive sessions of independent non-management directors are
held at every regularly scheduled meeting of the Board of
Directors and at such other times as the Board deems appro-
priate. The Governance Committee reviews and recommends
to the Board a director to serve as Lead Director during execu-
tive sessions. Currently, Mr. Riley serves as the Lead Director
during the executive sessions of independent non-manage-
ment directors.
Committees of the Board
The Board of Directors has, in addition to other commit-
tees, an Audit/Ethics Committee, a Compensation Committee
and a Governance Committee. The Audit/Ethics, Compensa-
tion and Governance Committees are comprised solely of
independent non-management directors in accordance with
NYSE corporate governance listing standards. The Board of
Directors adopted charters for the Audit/Ethics, Compensation
and Governance Committees that comply with the requirements
of the NYSE standards, applicable provisions of the Sarbanes-
Oxley Act of 2002 (“SOX”) and SEC rules. Each of the charters
has been posted and is available for public viewing 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 Corporate Secretary.
Committee Memberships 2009
Audit/Ethics Compensation Executive Finance Governance
Anthony G. Fernandes(C) H. John Riley, Jr.(C) Chad C. Deaton(C) Larry D. Brady(C) Clarence P. Cazalot, Jr.(C)
Larry D. Brady Edward P. Djerejian Clarence P. Cazalot, Jr. Claire W. Gargalli Edward P. Djerejian
Clarence P. Cazalot, Jr. Claire W. Gargalli H. John Riley, Jr. Pierre H. Jungels Anthony G. Fernandes
James A. Lash Pierre H. Jungels Charles L. Watson James A. Lash H. John Riley, Jr.
J. Larry Nichols J. Larry Nichols Charles L. Watson Charles L. Watson
(C) Chairman of the referenced Committee.