Baker Hughes 2009 Annual Report Download - page 68

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58 Baker Hughes Incorporated
any person nominated by the Board for election as a director
shall furnish to the Corporate Secretary of the Company
that information required to be set forth in a stockholder’s
Nomination Notice that pertains to the nominee.
The foregoing is a generalized summary and the specific
requirements of the Bylaws shall control.
EXHIBIT E
BAKER HUGHES INCORPORATED STOCKHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
(As Amended October 23, 2008)
In order to provide the stockholders and other interested
parties of Baker Hughes Incorporated (“Company”) with a
direct and open line of communication to the Company’s
Board of Directors (“Board”), the following procedures have
been established for communications to the Board.
Stockholders and other interested persons may communi-
cate with any member of the Board, including the Company’s
Lead Director, the Chairman of any of the Company’s Gover-
nance Committee, Audit/Ethics Committee, Compensation
Committee, Finance Committee or with the independent non-
management directors of the Company as a group, by sending
such written communication to the following address:
Corporate Secretary
c/o Baker Hughes Incorporated
2929 Allen Parkway, Suite 2100
Houston, TX 77019-2118
Stockholders desiring to make candidate recommendations
for the Board may do so by submitting nominations to the
Company’s Governance Committee, in accordance with the
Company’s Bylaws and “Policy and Submission Procedures For
Stockholder Recommended Director Candidates” addressed,
as above, to the Corporate Secretary, or to:
Chairman, Governance Committee of the Board of Directors
P.O. Box 4740
Houston, TX 77210-4740
Any written communications received by the Corporate
Secretary will be forwarded to the appropriate directors.
EXHIBIT F
BAKER HUGHES INCORPORATED PROCEDURES FOR THE
RECEIPT, RETENTION AND TREATMENT OF COMPLAINTS
(As Amended October 22, 2009)
Sarbanes-Oxley Act Section 301 Requirements
The Sarbanes-Oxley Act of 2002 (“SOX”) Section 301
requires that each audit committee establish procedures for
the receipt, retention and treatment of complaints received
by the Company regarding accounting, internal accounting
controls or auditing matters; and confidential, anonymous
submissions by employees of the Company of concerns
regarding questionable accounting or auditing matters.
Guidelines for Reporting
Complaints or concerns regarding accounting, internal
accounting controls or auditing matters may be submitted by
employees and/or third parties to the Business Help Line or the
Chief Compliance Officer (“CCO”). Concerns received by the
Business Help Line, which accepts anonymous submissions,
are forwarded to the CCO. All complaints received by the CCO
are reviewed and validated and a list of all such items will be
provided to the Chairman of the Audit/Ethics Committee. The
CCO has an affirmative duty to report all issues for which the
CCO has credible evidence of a material or potential violation
of any applicable securities laws, fiduciary duty, or similar viola-
tion to the Audit/Ethics Committee (“AEC”) in a timely manner.
The CCO may bring any issue to the attention of the AEC if,
in the CCO’s opinion, it is necessary and appropriate to inform
the AEC.
When the CCO brings an issue to the AEC, the AEC
and the CCO will collaboratively discuss the issue and agree
to a course of action which may include an internal investi-
gation involving one or more of the CCO, Corporate Security,
Human Resources Department, Operations, Internal Audit
and outside counsel.
The CCO will maintain appropriate records for all issues
presented to the AEC and provide updates. The CCO will
retain issue related documentation in accordance with the
Company’s record retention policy.
In the event that a complaint is received concerning the
CCO, the complaint will be sent directly to the Chairman of
the AEC. The Chairman of the AEC will decide the appropriate
course of action.
Third party reporting procedures are posted on the Com-
pany’s internet website in the Investor Relations-Compliance
Section. The reporting protocol for employees is posted on
the intranet within the Interchange-Legal Compliance site.
In addition to the websites, the Company has a Business
Help Line brochure.
No employee shall suffer retaliation in any form for report-
ing, in good faith, suspected violations of the Business Code
of Conduct.