Baker Hughes 2010 Annual Report Download - page 59

2 0 11 P r o x y S t a t e m e n t 47
Employing our resources effectively.
• We assign our people where they can make the
biggest contribution.
• We allocate our investments to leverage the best
oppor tunities for Baker Hughes.
• We handle company assets as if they were our own.
• We manage our balance sheet to enhance return
on investment.
EXHIBIT A
BAKER HUGHES INCORPORATED
GUIDELINES FOR MEMBERSHIP
ON THE BOARD OF DIRECTORS
(As Amended February 24, 2011)
These Guidelines set forth the policies of the Board of
Directors (“Board”) of Baker Hughes Incorporated (“Company”)
regarding Board membership. These Guidelines shall be imple-
mented by the Governance Committee of the Board with such
modifications as it deems appropriate. The Governance Com-
mittee will consider candidates based upon:
• The size and existing composition of the Board
• The number and qualifications of candidates
• The benefit of continuity on the Board
• The relevance of the candidate’s background and experience
to current and foreseeable business of the Company.
1. Criteria for Selection
In filling director vacancies on the Board, the Governance
Committee will strive to:
A) Recommend candidates for director positions who will help
create a collective membership on the Board with varied
experience and perspective and who:
i) Have demonstrated leadership, and significant experi-
ence in an area of endeavor such as business, finance,
law, public service, banking or academia;
ii) Comprehend the role of a public company director,
particularly the fiduciary obligations owed to the
Company and its stockholders;
iii) Have relevant expertise and experience, and are able to
offer advice and guidance based upon that expertise;
iv) Have a substantive understanding of domestic consid-
erations and geopolitics, especially those pertaining
to the service sector of the oil and gas and energy
related industries;
v) Will dedicate sufficient time to Company business;
vi) Exhibit integrity, sound business judgment and support
for the Core Values of the Company;
vii) Understand financial statements;
viii) Are independent as defined by the Securities and
Exchange Commission (“SEC”) and the New York
Stock Exchange;
ix) Support the ideals of the Company’s Business Code of
Conduct and are not engaged in any activity adverse
to, or do not serve on the board of another company
whose interests are adverse to, or in conflict with the
Company’s interests;
x) Possess the ability to oversee, as a director, the affairs
of the Company for the benefit of its stockholders
while keeping in perspective the interests of the Com-
pany’s customers, employees and the public; and
xi) Are able to exercise sound business judgment.
B) Maintain a Board that reflects diversity, including but
not limited to gender, ethnicity, background, country of
citizenship and experience.
2. Age & Attendance
The Board will not nominate any person to serve as a
director who has attained the age of 72. No director shall
stand for re-election in any fiscal year in which a director fails
to attend at least 66% of the meetings of the Board and any
Committees of the Board on which the director serves. These
provisions may be waived by the Board (excluding the affected
director) if the Board determines that such waiver would be in
the best interest of the Company and its stockholders.
3. AUDIT/ETHICS COMMITTEE
The Governance Committee believes that it is desirable
that one or more members of the Company’s Audit/Ethics
Committee possess those qualities and skills such that they
qualify as an Audit Committee Financial Expert, as defined
by SEC rules and regulations.
4. Significant Change in Occupation or Employment
A non-management director who has a significant change
in occupation or retires from his or her principal employment
or position will promptly notify the Governance Committee.
The Governance Committee will consider such change in
determining if it is in the best interests of the Company to
nominate such person to stand for reelection as a director
at the Company’s next Annual Meeting of Stockholders.
5. Board Review and Assessments
Each year the members of the Board will participate in a
review and assessment of the Board and of each committee.
In connection with such reviews, or at any other time, a direc-
tor with concerns regarding the performance, attendance,
potential conflicts of interest, or any other concern respecting
any other director shall report such concerns to the Chairman
of the Governance Committee. The Chairman of the Gover-
nance Committee, in consultation with such other directors
as he or she deems appropriate will determine how such con-
cerns should be investigated and reported to members of the
Governance Committee who are not the director in question
(“Independent Non-Management Committee Members”). If
the Independent Non-Management Committee Members con-
clude that the director is not fulfilling his or her duties, they
will determine what actions should be taken. Such actions
may include, without limitation, the Chairman of the Board,
the lead director or another Board member discussing the situ-
ation with the director in question, identifying what steps are
required to improve performance, or, if appropriate, requesting
that the director resign from the Board.