Baker Hughes 2010 Annual Report Download - page 57

2 0 11 P r o x y S t a t e m e n t 45
three publicly-held companies. At least one member of the
Committee will have accounting or related financial manage-
ment expertise and at least one member of the Committee
will be an “audit committee financial expert,” as defined by
the SEC. The audit committee financial expert must have: an
understanding of GAAP and financial statements; experience
in the (a) preparation, auditing, analyzing or evaluating of finan-
cial statements of generally comparable issuers and (b) applica-
tion of such principles in connection with the accounting for
estimates, accruals and reserves; an understanding of internal
accounting controls and procedures for financial reporting;
and an understanding of audit committee functions.
Meetings: The Committee meets at least five times per
year as determined by the Board, with special meetings called
by the Board or the Committee as necessary.
Compensation Committee
Purpose: The purpose of the Compensation Committee
will be to discharge the Board’s responsibilities relating to com-
pensation of the Company’s executives. The Committee will
have overall responsibility for reviewing and evaluating and,
as applicable, approving the officer compensation plans of the
Company. It is also the purpose of the Committee to produce
an annual report on executive compensation for inclusion
in the Company’s proxy statement for the Annual Meeting
of Stockholders.
Principal Responsibilities: The principal responsibility of
the Committee will be to ensure that the senior executives of
the Company are compensated effectively in a manner consis-
tent with the stated compensation strategy of the Company,
internal equity considerations and competitive practice. The
Committee will also communicate to the stockholders of the
Company, the Company’s compensation policies and the rea-
soning behind such policies as required by the rules and reg-
ulations of the SEC. These responsibilities include reviewing
from time to time and approving the Company’s stated com-
pensation strategy to ensure that management is rewarded
appropriately for its contributions to Company growth and
profitability and that the executive compensation strategy
supports organization objectives and stockholder interests;
reviewing compensation programs to determine if there are
potential risks in the programs; reviewing and approving cor-
porate goals and objectives relevant to CEO compensation,
evaluating the CEO’s performance in light of those goals and
objectives, and determining the CEO’s compensation level
based on this evaluation; reviewing annually and determining
the individual elements of total compensation of the CEO,
including annual salary, annual bonus and long-term incentive
compensation, and reporting such determination to the Board,
provided, however, that the salary, bonus and other long-term
incentive compensation will be subject to the approval of the
Board. The Committee also reviews the outcome of the stock-
holder advisory vote on senior executive compensation when
making future compensation decisions for executive officers.
The Committee reviews with the CEO matters relating to man-
agement succession. The Committee’s Charter shall be posted
on the Company’s website.
Composition: The Committee will be comprised of not
less than three nor more than six of its independent directors.
Such directors will meet the requirements for “independent”
pursuant to the listing standards of the NYSE and shall meet
the requirements for “disinterested independent directors”
pursuant to Rule 16b-3 of the Securities Exchange Act of
1934, as amended.
Meetings: The Committee will meet at least three times
per year as determined by the Board.
Finance Committee
Purpose: The Committee’s purpose will be to review and
monitor the financial structure of the Company to determine
that it is consistent with the Company’s requirements for
growth and fiscally sound operation.
Principal Responsibilities: The Committee will be
responsible for the review and approval of (i) public offerings;
(ii) debt and other financings; (iii) dividend policy and changes
in the rate of dividend; and (iv) budget and long-range plans.
In addition the Committee will periodically review the Compa-
ny’s activities with credit rating agencies, its policy governing
approval levels for capital expenditures and funding thereof
and its insurance programs. The Committee’s Charter shall
be posted on the Company’s website.
Composition: The Committee will be comprised of not
less than three independent directors.
Meetings: The Committee will meet at least two times
per year as determined by the Board with special meetings
called by the Board or the Committee as necessary.
Executive Committee
Principal Responsibilities: The Committee will act in the
stead of the Board during intervals between Board meetings
and may exercise all of the authority of the Board in the busi-
ness and affairs of the Company, except where action by the
full Board is specifically required. More specifically, the Com-
mittee will be responsible for advising and aiding the officers
of the Company in all matters concerning its interests and the
management of its business. When the Board is not in session,
the Committee has and may exercise all the powers of the
Board, so far as such may be delegated legally, with reference
to the conduct of the business of the Company, except that
the Committee will not take any action to amend the Restated
Certificate of Incorporation or the Bylaws, to amend its Charter,
to elect Directors to fill vacancies on the Board, to fix the com-
pensation of Directors for service in any capacity, to fill vacancies
on the Committee or change its membership, to elect or remove
officers of the Company or to declare dividends. The Commit-
tee’s Charter shall be posted on the Company’s website.
Composition: The Committee will be comprised of not
less than three directors, a majority of which shall be indepen-
dent and one of which shall be the Chairman of the Board.
The Chairman of the Board shall serve as the Chairman of the
Committee unless the Board elects a different director to serve
as Chairman. In the absence of the Chairman of the Commit-
tee, the Lead Director of the Board will serve as Chairman of
the meeting.
Meetings: The Committee will meet from time to time
during the year, as needed.