Baker Hughes 2009 Annual Report Download - page 21

2009 Proxy Statement 11
In accordance with NYSE requirements, our Audit/Ethics
Committee is responsible for overseeing risk analysis and risk
management procedures. The Audit/Ethics Committee reviews
guidelines and policies on enterprise risk management, includ-
ing risk assessment and risk management related to the Com-
pany’s major financial risk exposures and the steps management
has taken to monitor and control such exposures. At each
meeting of the Audit/Ethics Committee, the officers of the
Company provide information to the Audit/Ethics Committee
addressing issues related to risk analysis and risk management.
At every regularly scheduled meeting of the Audit/Ethics Com-
mittee the Company’s Chief Compliance Officer provides a
report to the Committee regarding the Company’s Business
Code of Conduct, including updates pertaining to the status of
the Company’s compliance with its standards, policies, proce-
dures and processes. The Company maintains an Enterprise
Risk Management (“ERM”) process under which it reviews its
business risk framework including an assessment of external
and internal risks and appropriate mitigation activities. The
Company’s annual ERM report is provided to the Audit/Ethics
Committee and in addition a comprehensive in person presen-
tation is made to the entire Board. In addition to the risk over-
sight which is exercised by the Audit/Ethics Committee of the
Board of Directors, the Compensation Committee, the Finance
Com mittee and the Governance Committee each regularly
exercises oversight related to risks associated with responsibili-
ties of the respective Committee. For example, the Compensa-
tion Committee has reviewed what risks, if any, could arise
from the Company’s compensation policies and practices,
while the Finance Committee consistently reviews risks related
to the financial structure and activities of the Company and
the Governance Committee periodically provides oversight
respecting risks associated with the Company’s health, safety
and environmental policies and practices. The Board of Direc-
tors believes that the risk management processes in place for
the Company are appropriate.
SECURITY OWNERSHIP OF MANAGEMENT
Set forth below is certain information with respect to beneficial ownership of the Common Stock as of March 2, 2010 by each
director nominee, the persons named in the Summary Compensation Table below and the directors and executive officers as a
group. The table includes transactions effected prior to the close of business on March 2, 2010.
Shares Beneficially Owned
Shares Subject to Options
Which Are or Will Become Total Beneficial
Shares Owned Exercisable Prior to Ownership % of
Name as of March 2, 2010 April 30, 2010 as of April 30, 2010 Class (1)
Larry D. Brady 14,805 2,148 16,953 –
Clarence P. Cazalot, Jr. 16,396 3,875 20,271 –
Edward P. Djerejian 16,396 1,894 18,290 –
Anthony G. Fernandes 24,460 7,188 31,648 –
Claire W. Gargalli 20,048 3,875 23,923 –
Pierre H. Jungels 11,596 1,561 13,157 –
James A. Lash 16,396 3,875 20,271 –
J. Larry Nichols 18,396 3,875 22,271 –
H. John Riley, Jr. 29,396 3,875 33,271 –
Charles L. Watson 27,625 3,875 31,500 –
J.W. Stewart(2) (3) 0 1,946,246 1,946,246 –
James L. Payne(2) (3) 0 68,888 68,888 –
Chad C. Deaton 302,627 508,556 811,183 –
Peter A. Ragauss 89,827 108,960 198,787 –
Alan R. Crain 73,954 76,944 150,898 –
David H. Barr 43,521 105,982 149,503 –
Martin S. Craighead 76,399 61,214 137,613 –
John A. O’Donnell 59,159 32,363 91,522 –
All directors and executive officers as a group (26 persons) 840,783 2,945,194 3,785,977
(1) No percent of class is shown for holdings of less than 1%.
(2) Mr. Stewart and Mr. Payne will be voted upon for election to the Board of Directors at the Annual Meeting only if the Merger is completed prior to the Annual Meeting.
(3) Assuming that the Merger is completed prior to April 30, 2010, Mr. Stewart and Mr. Payne will become beneficial owners of shares of our Common Stock by virtue
of being owners of shares of common stock or stock equivalent securities of BJ Services. Assuming that the “Stock Award Exchange Ratio” (as defined in the Merger
Agreement) is 0.45888, Mr. Stewart and Mr. Payne will become beneficial owners of 1,946,246 and 68,888 shares of our Common Stock, respectively.