Baker Hughes 2009 Annual Report Download - page 59

2009 Proxy Statement 49
ANNEX A
NOTE: For convenience, Annex A reflects the changes that
will be made, should Proposal No. 3 be approved, by striking
through the text to be deleted and underlining the text that
would be added to supplement or replace the current text.
The actual Certificate of Amendment to be filed would not
include the deleted text.
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE
OF INCORPORATION OF BAKER HUGHES INCORPORATED
Baker Hughes Incorporated (the “Corporation”), a corpora-
tion duly organized and existing under the General Corporation
Law of the State of Delaware, does hereby certify that Article
NINTH of the Corporation’s Restated Certificate of Incorpora-
tion is hereby amended to read in its entirety as follows:
NINTH: Subject to the terms of any class or series of Pre-
ferred Stock, Special special meetings of the stockholders of
the Corporation for any purpose or purposes may be called at
any time by (i) the Board of Directors, (ii) an authorized com-
mittee of the Board of Directors, which has been duly
designated by the Board of Directors and whose powers and
authority, as provided in a resolution of the Board of Directors
or in the bylaws of the Corporation, include the power to call
such meetings. or (iii) the Secretary of the Corporation follow-
ing the Secretary’s receipt of written requests to call a meeting
from the holders of 25% of the voting power of the capital
stock outstanding who have delivered such requests in accor-
dance with and subject to the provisions of the bylaws of the
Corporation (as amended from time to time), including any
limitations set forth in the bylaws of the Corporation on the
ability to make such a request for such a special meeting.
Except as required by law or provided by the terms of any
class or series of Preferred Stock, special meetings of stock-
holders of the Corporation may not be called by any other
person or persons.
ANNEX B
BAKER HUGHES INCORPORATED
CORPORATE GOVERNANCE GUIDELINES
(As Amended February 19, 2010)
These Baker Hughes Incorporated Corporate Governance
Guidelines are established by the Board of Directors (“Board”)
as the principles for conduct of the Company’s business affairs
to benefit its stockholders.
Board
The responsibility of the members of the Board is to
exercise their business judgment to act in what they reason-
ably believe to be in the best interest of the Company and its
stockholders. In addition to the Board’s general oversight of
management’s performance of its responsibilities, the principal
functions of the Board acting directly or through its Commit-
tees (as defined in “Committees of the Board”) include:
• Providing effective oversight of the governance of the affairs
of the Company in order to maximize long-term benefit to
the stockholders
• Maintaining a viable succession plan for the office of the
Chief Executive Officer (“CEO”) of the Company and other
members of senior management
• Evaluating the performance of the Board and identifying
and recruiting new members for the Board
• Reviewing and approving long-term business plans
• Appointing, approving the compensation and overseeing
the work of the independent auditors
• Overseeing certain compliance related issues, including
accounting, internal audit, disclosure controls and internal con-
trols, enterprise risk management and environmental policies
• Reviewing quarterly earnings release and quarterly and
annual financial statements to be filed with the Securities
and Exchange Commission (“SEC”)
• Evaluating and setting the compensation of the CEO and
other members of senior management
• Adopting an appropriate governance policy
Selection and Qualification of Directors – The Gover-
nance Committee will annually assess the needs of the Com-
pany and the Board in order to recommend to the Board the
director candidates who will further the goals of the Company
in representing the long-term interests of the stockholders. In
particular, the Governance Committee will assess the special
skills, expertise and backgrounds relevant to the Company’s
business to determine whether or not a candidate has the
character traits and breadth of business knowledge to make
him or her an effective director, based on previously estab-
lished criteria, as described in Exhibit A, “Guidelines for
Membership on the Board of Directors”. The Governance
Committee will annually assess the contributions of the
directors whose terms expire at the next Annual Meeting of
Stockholders and recommend to the Board if they should be
nominated for re-election by stockholders. The Board will pro-
pose a slate of nominees to the stockholders for election to
the Board at the next Annual Meeting, as described in Exhibit
B, “Selection Process for New Board of Directors Candidates”.