Baker Hughes 2009 Annual Report Download - page 67

2009 Proxy Statement 57
2. A director, who is a member of the Audit/Ethics Committee
may not, other than in his or her capacity as a member of
the Audit/Ethics Committee, the Board, or any other Board
committee, be an affiliated person of the Company or any
subsidiary thereof.
3. A member of the Audit/Ethics Committee may not simul-
taneously serve on the audit committees of more than
two other public companies in addition to the Company.
IV. Definitions
An “immediate family member” includes a person’s spouse,
parents, children, siblings, mothers and fathers-in-law, sons
and daughters-in-law, brothers and sisters-in-law, and anyone
(other than domestic employees) who shares such person’s
household. When considering the application of the three year
period referred to in each of paragraphs II.1 through II.5 above,
the Company need not consider individuals who are no longer
immediate family members as a result of legal separation or
divorce, or those who have died or become incapacitated.
The “Company” includes any subsidiary in a consolidated
group with the Company.
AUDIT/ETHICS COMMITTEE FINANCIAL
EXPERT QUALIFICATIONS
The Company believes that it is desirable that one or more
members of the Audit/Ethics Committee possess such qualities
and skills such that they qualify as an Audit Committee Finan-
cial Expert as defined by the Securities and Exchange Commis-
sion (“SEC”).
1. The SEC rules define an Audit Committee Financial Expert
as a director who has the following attributes:
(a) An understanding of generally accepted accounting
principles and financial statements;
(b) The ability to assess the general application of such
principles in connection with the accounting for
estimates, accruals and reserves;
(c) Experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of
complexity of accounting issues that are generally com-
parable to the breadth and complexity of issues that can
reasonably be expected to be raised by the registrant’s
financial statements, or experience actively supervising
one or more persons engaged in such activities;
(d) An understanding of internal controls and procedures
for financial reporting; and
(e) An understanding of audit committee functions.
2. Under SEC rules, a director must have acquired such
attributes through any one or more of the following:
(a) Education and experience as a principal financial officer,
principal accounting officer, controller, public accountant
or auditor or experience in one or more positions that
involve the performance of similar functions;
(b) Experience actively supervising a principal financial officer,
principal accounting officer, controller, public accoun-
tant, auditor or person performing similar functions;
(c) Experience overseeing or assessing the performance
of companies or public accountants with respect to
the preparation, auditing or evaluation of financial
statements; or
(d) Other relevant experience.
EXHIBIT D
BAKER HUGHES INCORPORATED POLICY AND
SUBMISSION PROCEDURES FOR STOCKHOLDER
RECOMMENDED DIRECTOR CANDIDATES
(As Amended October 23, 2008)
The Governance Committee of Baker Hughes Incorporated
(“Company”) has established a policy that it will consider
director candidates recommended by stockholders. The
Company’s Board of Directors (“Board”) or the Governance
Committee will evaluate candidates properly proposed by
stockholders in the same manner as all other candidates.
Any such recommendations should be communicated to the
Chairman, Governance Committee of the Board of Directors,
P.O. Box 4740, Houston, Texas 77210-4740 or to the Corpo-
rate Secretary, c/o Baker Hughes Incorporated, 2929 Allen
Parkway, Suite 2100, Houston, Texas 77019-2118 and should
be accompanied by the types of information as are required
under the Company’s Bylaws for stockholder nominees.
In summary, the Company’s Bylaws provide in sub-
stance that:
1. Stockholder nominations shall be made pursuant to timely
written notice (“a Nomination Notice”). To be timely, a
Nomination Notice must be received by the Secretary not
less than 120 days, nor more than 150 days, before the one
year anniversary of the date on which the Company’s proxy
statement was released to stockholders in connection with
the previous year’s annual meeting of the stockholders.
2. The Nomination Notice shall set forth (a) all information
relating to the nominee as required to be disclosed in solic-
itations of proxies for election of directors, or as otherwise
required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934 or any successor regulation
thereto (including such person’s written consent to be named
in the proxy statement as a nominee and to serve as a direc-
tor if elected), (b) the nominee’s independence, any voting
commitments and/or other obligations such person will be
bound by as a director, and any material relationships between
such person and (1) the nominating stockholder, or (2) the
beneficial owner, if any, on whose behalf the nomination is
made (each nominating party and each beneficial owner, a
“nominating party”), including compensation and financial
transactions, (c) the nominating party’s name and record
address, (d) the class, series, and number of shares of the
Company that are owned beneficially and of record, directly
or indirectly, by each nominating party, (e) all other related
ownership interests directly or indirectly owned beneficially
by each nominating party, and (f) any interest of each nomi-
nating party in such nomination. At the request of the Board,