Baker Hughes 2010 Annual Report Download - page 22

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10 B a k e r H u g h e s I n c o r p o r a t e d
Audit/Ethics Committee and in addition a comprehensive in
person presentation is made to the entire Board. In addition
to the risk oversight which is exercised by the Audit/Ethics
Committee of the Board of Directors, the Compensation
Committee, the Finance Committee and the Governance
Committee each regularly exercises oversight related to risks
associated with responsibilities of the respective Committee.
For example, the Compensation Committee has reviewed
what risks, if any, could arise from the Company’s compensa-
tion policies and practices, while the Finance Committee con-
sistently 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 Directors believes that the risk man-
agement processes in place for the Company are appropriate.
CHARITABLE CONTRIBUTIONS
During the fiscal year ended December 31, 2010, the
Company did not make any contributions to any charitable
organization in which any director served as an executive
officer, that exceeded the greater of $1 million or 2% of the
charitable organization’s consolidated gross revenues.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (“Exchange Act”), requires executive officers, direc-
tors and persons who beneficially own more than 10% of the
Common Stock to file initial reports of ownership and reports
of changes in ownership with the SEC and the NYSE. SEC
regulations require executive officers, directors, and greater
than 10% beneficial owners to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of those forms
furnished to the Company and written representations from
the executive officers and directors, the Company believes its
executive officers and directors complied with all applicable
Section 16(a) filing requirements during the fiscal year ended
December 31, 2010 with the exception of one inadvertent
late filing on an amended Form 4 relating to one exempt
transaction for Mr. Riley.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has, and strictly follows, formalized policies
and procedures for identifying potential related party transactions
and ensuring those policies are reviewed by the Board of
SECURITY OWNERSHIP OF MANAGEMENT
Set forth below is certain information with respect to beneficial ownership of the Common Stock as of March 1, 2011 by each
director, 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 1, 2011.
Shares Beneficially Owned
Shares Subject to Options
Which Are or Will Become Total Beneficial
Shares Owned Exercisable Prior to Ownership as of % of
Name as of March 1, 2011 April 30, 2011 April 30, 2011 Class (1)
Larry D. Brady 17,051 3,283 20,334 –
Clarence P. Cazalot, Jr. 18,642 5,010 23,652 –
Edward P. Djerejian(2) 18,642 6,642 25,284 –
Anthony G. Fernandes 26,706 8,323 35,029 –
Claire W. Gargalli 22,497 5,010 27,507 –
Pierre H. Jungels 13,842 2,696 16,538 –
James A. Lash 18,642 5,010 23,652 –
J. Larry Nichols 20,642 5,010 25,652 –
James L. Payne(2) 28,817 36,360 65,177 –
H. John Riley, Jr. 31,702 5,010 36,712 –
J.W. Stewart 460,152(3) 680,163 1,140,315 –
Charles L. Watson 29,871 5,010 34,881 –
Chad C. Deaton 327,152 651,878 979,030 –
Peter A. Ragauss 94,908 153,115 248,023 –
Martin S. Craighead 82,640 101,622 184,262 –
Alan R. Crain 54,561 70,831 125,392 –
John A. O’Donnell 63,217 38,951 102,168 –
All directors and executive officers as a group (25 persons) 1,476,399 1,915,125 3,391,524 –
(1) No percent of class is shown for holdings of less than 1%.
(2) Upon their retirement on April 28, 2011, Messrs. Djerejian’s and Payne’s outstanding options will become fully vested.
(3) Mr. Stewart holds 18,985 shares indirectly as the trustee of trusts established for the benefit of his children. An additional 75,000 shares are held by a
Grantor Retained Annuity Trust and another 75,000 shares are held by a Grantor Retained Annuity Trust with his spouse as the trustee.