Baker Hughes 2007 Annual Report Download - page 25

2007 Proxy Statement 7
The Governance Committee has implemented policies
regarding Board membership. The Governance Committee will
consider candidates based upon the size and existing composi-
tion of the Board, the number and qualifications of candi-
dates, the benefit of continuity on the Board and the relevance
of the candidate’s background and experience to issues facing
the Company. The criteria used for selecting directors are
described in the Company’s “Guidelines for Membership on
the Board of Directors,” included as Exhibit A to the Gover-
nance Guidelines, and are attached as Annex C to this Proxy
Statement. In addition, the Company has established a formal
process for the selection of candidates, as described in the
Company’s “Selection Process for New Board of Directors
Candidates” included as Exhibit B to the Governance Guide-
lines, and candidates are evaluated based on their back-
ground, experience and other relevant factors as described
in the Guidelines for Membership on the Board of Directors.
The Board or the Governance Committee will evaluate candi-
dates properly proposed by stockholders in the same manner
as all other candidates.
The Governance Committee has established, in accordance
with the Company’s Bylaws regarding stockholder nominees,
a policy that it will consider director candidates recommended
by stockholders. Recommendations that stockholders desire to
make for the 2009 Annual Meeting should be submitted
between October 13, 2008 and November 12, 2008 in accor-
dance with the Company’s Bylaws and “Policy and Submission
Procedures for Stockholder Recommended Director Candi-
dates” included as Exhibit D to the Governance Guidelines,
which are posted under the “About Baker Hughes” section of
the Company’s website at www.bakerhughes.com and are also
available upon request to: Chairman, Governance Committee
of the Board of Directors, P.O. Box 4740, Houston, Texas
77210, or to the Corporate Secretary c/o Baker Hughes Incor-
porated, 2929 Allen Parkway, Suite 2100, Houston, Texas
77019. Such recommendations should be accompanied by
substantially the same types of information as are required
under the Company’s Bylaws for stockholder nominees.
Each of the current nominees for director listed under the
caption “Election of Directors” is an existing director standing
for election. In connection with the 2008 election of directors,
the Company has not paid any fee to a third party to identify or
evaluate or to assist in identifying or evaluating such nominees.
In connection with the 2008 Annual Meeting, the Governance
Committee did not receive any recommendation for a nominee
proposed from any stockholder or group of stockholders.
Stockholder Communications with
the Board of Directors
The Company’s Annual Meeting provides an opportunity
each year for stockholders to ask questions of or otherwise
communicate directly with members of the Company’s Board
of Directors on matters relevant to the Company. In accordance
with the Company’s “Annual Meeting Director Attendance
Policy,” which has been incorporated into the Governance
Guidelines, all directors and nominees for election as directors
are requested and encouraged to personally attend the Com-
pany’s Annual Meeting. All of the Company’s 2008 director
nominees attended the Company’s 2007 Annual Meeting.
To provide the Company’s stockholders and other inter-
ested parties with a direct and open line of communication
to the Company’s Board of Directors, a process has been
established for communications with any member of the
Board of Directors, including the Company’s Lead Director, the
Chairman of any of the Company’s Governance Committee,
Audit/Ethics Committee, Compensation Committee, or Finance
Committee or with the independent non-management direc-
tors as a group. Stockholders may communicate with any
member of the Board, including the Company’s Lead Director,
the Chairman of any of the Company’s Governance Commit-
tee, Audit/Ethics Committee, Compensation Committee, or
Finance Committee or with the independent non-management
directors of the Company as a group, by sending such written
communication to the Company’s Corporate Secretary, c/o
Baker Hughes Incorporated, 2929 Allen Parkway, Suite 2100,
Houston, TX 77019. The procedures for “Stockholder Commu-
nications with the Board of Directors”, attached as Annex D
to this Proxy Statement, are also included as Exhibit E to the
Governance Guidelines and can be accessed electronically
under the “About Baker Hughes” section of the Company’s
website at www.bakerhughes.com and are also available upon
request to the Company’s Corporate Secretary.
Business Code of Conduct
The Company has a Business Code of Conduct that
applies to all officers, directors and employees, which includes
the code of ethics for the Company’s chief executive officer,
chief financial officer, chief accounting officer or controller
and all other persons performing similar functions within the
meaning of the securities laws and regulations. Each of the
Company’s officers has certified compliance with the Company’s
Business Code of Conduct and the applicable NYSE and SOX
provisions. The Company’s Business Code of Conduct and
Code of Ethical Conduct Certification are posted under the
“About Baker Hughes” section of the Company’s website at
www.bakerhughes.com and are also available upon request
to the Company’s Corporate Secretary.