Baker Hughes 2009 Annual Report Download - page 20

10 Baker Hughes Incorporated
included as Exhibit D to the Corporate Governance Guidelines,
which 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 avail-
able upon request to: Chairman, Governance Committee of
the Board of Directors, P.O. Box 4740, Houston, Texas, 77210,
or to the Corporate Secretary, c/o Baker Hughes Incorporated,
2929 Allen Parkway, Suite 2100, Houston, Texas, 77019. Such
recommendations should be accompanied by the information
required under the Company’s Bylaws for stockholder nomi-
nees and in accordance with the Company’s Policy and Sub-
mission Procedures for Stockholder Recommended Director
Candidates.
In connection with the 2009 election of directors, the
Company has not paid any fee during 2009 or 2010 to a third
party to identify or evaluate or to assist in identifying or evalu-
ating such nominees. In connection with the 2010 Annual
Meeting, the Governance Committee did not receive any rec-
ommendation for a nominee proposed from any stockholder
or group of stockholders.
Stock Ownership by Directors
Each independent non-management director is expected
to own at least four times his or her annual retainer in Com-
pany Common Stock. Such ownership level should be obtained
within a reasonable period of time following the director’s elec-
tion to the Board. All independent non-management directors
have met this ownership requirement.
Stockholder Communications with the Board of Directors
The Company’s Annual Meeting provides an opportunity
each year for stockholders to ask questions of or otherwise
communicate directly with members of the Company’s Board
of Directors on matters related to the Company. In accordance
with the Company’s “Annual Meeting Director Attendance
Policy”, which has been incorporated into the Corporate Gov-
ernance Guidelines, all directors and nominees for election as
directors are requested and encouraged to personally attend the
Company’s Annual Meeting. All of the Company’s 2009 director
nominees attended the Company’s 2009 Annual Meeting.
To provide the Company’s stockholders and other inter-
ested parties with a direct and open line of communication to
the Company’s Board of Directors, a process has been estab-
lished for communications with any member of the Board of
Directors, including the Company’s Lead Director, the Chair-
man of any of the Company’s Governance Committee, Audit/
Ethics Committee, Compensation Committee, or Finance
Committee or with the independent non-management direc-
tors as a group. Stockholders may communicate with any
member of the Board, including the Company’s Lead Director,
the Chairman of any of the Company’s Governance Commit-
tee, Audit/Ethics Committee, Compensation Committee, or
Finance Committee or with the independent non-management
directors of the Company as a group, by sending such written
communication to the Company’s Corporate Secretary, c/o
Baker Hughes Incorporated, 2929 Allen Parkway, Suite 2100,
Houston, Texas, 77019. The procedures for “Stockholder
Communications with the Board of Directors” are also
included as Exhibit E to the Corporate Governance Guidelines,
which are attached as Annex B to this Proxy Statement, and
can be accessed electronically under the “Corporate Gover-
nance” section of the Company’s website at www.baker-
hughes.com/investor and are also available upon request to
the Company’s Corporate Secretary.
Business Code of Conduct
The Company has a Business Code of Conduct that
applies to all officers, directors and employees, which includes
the code of ethics for the Company’s chief executive officer,
chief financial officer, chief accounting officer or controller and
all other persons performing similar functions within the
meaning of the securities laws and regulations. Every year,
each of these Company officers certify compliance with the
Company’s Business Code of Conduct and the applicable NYSE
and SOX provisions. The Company’s Business Code of Conduct
and Code of Ethical Conduct Certification are posted under
the “Corporate Governance” section of the Company’s web-
site at www.bakerhughes.com/investor and are also available
upon request to the Company’s Corporate Secretary.
The Board’s Leadership Structure and Role
in Risk Oversight
There are currently 11 members of the Board of Directors
of the Company. Since joining the Company in October 2004,
Chad Deaton has served as Chairman of the Board and Chief
Executive Officer. All members of the Board of Directors, other
than Mr. Deaton, are independent non-management directors.
The Board has five standing committees: Audit/Ethics, Compen-
sation, Governance, Finance and Executive. Other than the
Executive Committee, all of the Board committees are com-
prised solely of independent non-management directors. Each
of the five committees has a different Chairman. The Chairmen
of the Audit/Ethics Committee, the Compensation Committee,
the Finance Committee and the Governance Committee are
each independent non-management directors. Our Corporate
Governance Guidelines require the election, by the independent
non-management directors, of a Lead Director who (i) presides
at all meetings of the Board of Directors at which the Chair-
man is not present, including executive sessions of indepen-
dent non-management directors; (ii) serves as liaison between
the Chairman and the independent non-management direc-
tors; (iii) has the authority to call meetings of the independent
non-management directors; and (iv) consults with the Chair-
man on agendas for Board meetings and other matters perti-
nent to the Company and the Board. The Governance
Committee reviews and recommends to the Board a director
to serve as Lead Director. John Riley is the current Lead Direc-
tor. The independent non-management directors hold execu-
tive sessions at every regularly scheduled Board meeting and at
such other times as the Board deems appropriate. Our Board
leadership structure is utilized by a significant number of pub-
lic companies in the United States, and we believe that it pro-
vides the optimal balance and is an effective leadership
structure for the Company.