Baker Hughes 2010 Annual Report Download - page 19

2 0 11 P r o x y S t a t e m e n t 7
Committee Memberships 2010
Audit/Ethics Compensation Executive Finance Governance
Anthony G. Fernandes(C) Claire W. Gargalli(C) Chad C. Deaton(C) Larry D. Brady(C) James A. Lash(C)
Larry D. Brady Clarence P. Cazalot, Jr. Clarence P. Cazalot, Jr. Claire W. Gargalli Edward P. Djerejian
Clarence P. Cazalot, Jr. Edward P. Djerejian James L. Payne Pierre H. Jungels Anthony G. Fernandes
James A. Lash Pierre H. Jungels H. John Riley, Jr. H. John Riley, Jr. H. John Riley, Jr.
J. Larry Nichols J. Larry Nichols James W. Stewart James W. Stewart Charles L. Watson
Charles L. Watson Charles L. Watson
(C) Chair of the referenced Committee.
Audit/Ethics Committee
The Audit/Ethics Committee held thirteen meetings during
fiscal year 2010. The Board of Directors has determined that
each of the Audit/Ethics Committee members meet the NYSE
standards for independence as well as those contained in the
Company’s “Policy for Director Independence.” The Audit/
Ethics Committee Charter is attached as Annex B to this
Proxy Statement and can be accessed electronically under the
“Corporate Governance” section of the Company’s website
at www.bakerhughes.com/investor. The Vice President Internal
Audit and the Corporate internal audit function report directly
to the Audit/Ethics Committee. The Company’s Corporate
Internal Audit Department sends written reports quarterly to
the Audit/Ethics Committee on its audit findings and the status
of its internal audit projects. The Audit/Ethics Committee pro-
vides assistance to the Board of Directors in overseeing matters
relating to the accounting and reporting practices of the Com-
pany, the adequacy of the Company’s disclosure controls and
internal controls, the quality and integrity of the quarterly and
annual financial statements of the Company, the performance
of the Company’s internal audit function, the review and pre-
approval of the current year audit and non-audit fees and the
Company’s risk analysis and risk management procedures. In
addition, the Audit/Ethics Committee oversees the Company’s
compliance programs relating to legal and regulatory require-
ments. The Audit/Ethics Committee has developed “Procedures
for the Receipt, Retention and Treatment of Complaints”
to address complaints received by the Company regarding
accounting, internal controls or auditing matters. Such proce-
dures are included as Exhibit F to the Corporate Governance
Guidelines. The Corporate Governance Guidelines are attached
as Annex A to this Proxy Statement.
The Audit/Ethics Committee also is responsible for the
selection and hiring of the Company’s Independent Registered
Public Accounting Firm. To promote independence of the
audit, the Audit/Ethics Committee consults separately and
jointly with the Company’s Independent Registered Public
Accounting Firm, the internal auditors and management.
The Board has reviewed the experience of the members
of the Audit/Ethics Committee and has found that each
member of the Committee meets the qualifications to be an
“audit committee financial expert” under the SEC rules issued
pursuant to SOX. The Board has designated Anthony G.
Fernandes as the member of the Committee who serves as
the “audit committee financial expert” of the Company’s
Audit/Ethics Committee.
Compensation Committee
The Compensation Committee held four meetings during
fiscal year 2010. The Board of Directors has determined that
the Compensation Committee members meet the NYSE stan-
dards for independence as well as those contained in the
Company’s “Policy for Director Independence.” The Compensa-
tion Committee Charter can be accessed electronically under the
“Corporate Governance” section of the Company’s website at
www.bakerhughes.com/investor. The Compensation Commit-
tee oversees our compensation programs and is charged with
the review and approval of the Company’s general compensa-
tion strategies and objectives and the annual compensation
decisions relating to our executives and to the broad base
of Company employees. Their responsibilities also include
reviewing management succession; making recommendations
to the Board regarding all employment agreements, severance
Regularly Scheduled Executive Sessions of
Non-Management Directors
Pursuant to the Corporate Governance Guidelines, exec-
utive sessions of non-management directors are held at every
regularly scheduled meeting of the Board of Directors and at
such other times as the Board deems appropriate. The Gover-
nance Committee reviews and recommends to the Board a
director to serve as Lead Director during executive sessions.
Currently, Mr. Riley serves as the Lead Director during the
executive sessions of non-management 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.