Baker Hughes 2010 Annual Report Download - page 66

54 B a k e r H u g h e s I n c o r p o r a t e d
any restrictions on the scope of the independent registered
public accounting firm’s activities or access to requested
information, and any significant disagreements with man-
agement. Among the items the Committee may want to
review with the auditors are: any accounting adjustments
that were noted or proposed by the auditor but were
“passed” (as immaterial or otherwise); any communications
between the audit team and the audit firm’s national office
respecting auditing or accounting issues presented by the
engagement; and any “management” or “internal control”
letter issued, or proposed to be issued, by the audit firm to
the Company.
With regard to its compliance responsibilities, the Commit-
tee shall:
• Review policies and procedures that the Company has
implemented regarding compliance with applicable federal,
state and local laws and regulations, including the Compa-
ny’s Business Code of Conduct and its Foreign Corrupt Prac-
tices Act policies. Monitor the effectiveness of these policies
and procedures for compliance with the U.S. Federal Sen-
tencing Guidelines, as amended, and institute any changes
or revisions to such policies and procedures that may be
deemed, warranted or necessary.
• Review in conjunction with counsel (i) any legal matters
that could have significant impact on the organization’s
financial statements; (ii) correspondence and material inqui-
ries received from regulators or governmental agencies; and
(iii) all matters relating to the ethics of the Company and
its subsidiaries.
• Coordinate the Company’s compliance with inquiries from
any government officials concerning legal compliance in
the areas covered by the Business Code of Conduct and
the Foreign Corrupt Practices Act policy.
• Review the Company’s compliance with its environmental
policy on an annual basis.
• Respond to such other duties as may be assigned to the
Committee, from time to time, by the Board of Directors.
While the Committee has the responsibilities and powers
set forth in this Charter, it is not the duty of the Committee
to plan or conduct audits; those are the responsibilities of the
independent registered public accounting firm. Further, it is
not the Committee’s responsibility to determine that the Com-
pany’s financial statements are complete and accurate and are
in accordance with generally accepted accounting principles;
those are the responsibilities of management. Nor is it the
duty of the Committee to conduct investigations, to resolve
disagreements, if any, between management and the indepen-
dent auditor or to assure compliance with laws and regulations
or with Company policies.
Meetings
The Committee will meet at least five times per year as
determined by the Board of Directors. Special meetings may
be called, as needed, by the Chairman of the Board of Direc-
tors or the Chairman of the Committee. The Committee may
create subcommittees who shall report to the Committee. The
Committee may ask employees, the independent registered
public accounting firm, corporate auditors or others whose
advice and counsel the Committee deems relevant to attend
meetings and provide information to the Committee. The
Committee will be available to the independent registered
public accounting firm and the corporate auditors of the Com-
pany. All meetings of the Committee will be held pursuant
to the Bylaws of the Company and written minutes of each
meeting will be duly filed in the Company records. Reports
of meetings of the Committee shall be made to the Board of
Directors at its next regularly scheduled meeting following the
Committee meeting accompanied by any recommendations to
the Board of Directors approved by the Committee.