Baker Hughes 2007 Annual Report Download - page 67

2007 Proxy Statement C-1
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.
ANNEX C
BAKER HUGHES INCORPORATED GUIDELINES
FOR MEMBERSHIP ON THE BOARD OF DIRECTORS
(As Amended October 27, 2005)
These Guidelines set forth the policies of the Board of Direc-
tors (“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
Committee 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 issues facing the Company.
II. Criteria for Selection
In filling director vacancies on the Board, the Governance
Committee will strive to:
1. Recommend candidates for director positions who will help
create a collective membership on the Board with
varied experience and perspective and who:
(a) Have demonstrated leadership, and significant experi-
ence in an area of endeavor such as business, finance,
law, public service, banking or academia;
(b) Comprehend the role of a public company director,
particularly the fiduciary obligations owed to the
Company and its stockholders;
(c) Have relevant expertise and experience, and be able to
offer advice and guidance based upon that expertise;
(d) 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;
(e) Will dedicate sufficient time to Company business;
(f) Exhibit integrity, sound business judgment and support
for the Core Values of the Company;
(g) Understand basic financial statements;
(h) Are independent as defined by the Securities and
Exchange Commission (“SEC”) and the New York
Stock Exchange;
(i) 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;
(j) 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
(k) Are able to exercise sound business judgment.
2. Maintain a Board that reflects diversity, including but not
limited to gender, ethnicity and experience.