Baker Hughes 2009 Annual Report Download - page 63

2009 Proxy Statement 53
Composition: The Committee will be comprised of not
less than three nor more than six of its independent directors.
Such directors will meet the requirements for “independent”
pursuant to the listing standards of the NYSE and shall meet
the requirements for “disinterested independent directors”
pursuant to Rule 16b-3 of the Securities Exchange Act of
1934, as amended.
Meetings: The Committee will meet at least three times
per year as determined by the Board.
Finance Committee
Purpose: The Committee’s purpose will be to review and
monitor the financial structure of the Company to determine
that it is consistent with the Company’s requirements for
growth and fiscally sound operation.
Principal Responsibilities: The Committee will be
responsible for the review and approval of (i) public offerings;
(ii) debt and other financings; (iii) dividend policy and changes
in the rate of dividend; and (iv) budget and long-range plans.
In addition the Committee will periodically review the Compa-
ny’s activities with credit rating agencies, its policy governing
approval levels for capital expenditures and funding thereof
and its insurance programs. The Committee’s Charter shall be
posted on the Company’s website.
Composition: The Committee will be comprised of not
less than three independent directors.
Meetings: The Committee will meet at least two times
per year as determined by the Board with special meetings
called by the Board or the Committee as necessary.
Executive Committee
Principal Responsibilities: The Committee will act in the
stead of the Board during intervals between Board meetings
and may exercise all of the authority of the Board in the busi-
ness and affairs of the Company, except where action by the
full Board is specifically required. More specifically, the Com-
mittee will be responsible for advising and aiding the officers
of the Company in all matters concerning its interests and the
management of its business. When the Board is not in session,
the Committee has and may exercise all the powers of the
Board, so far as such may be delegated legally, with reference
to the conduct of the business of the Company, except that the
Committee will not take any action to amend the Restated Cer-
tificate of Incorporation or the Bylaws, to amend its Charter, to
elect Directors to fill vacancies on the Board, to fix the compen-
sation of Directors for service in any capacity, to fill vacancies
on the Committee or change its membership, to elect or remove
officers of the Company or to declare dividends. The Commit-
tee’s Charter shall be posted on the Company’s website.
Composition: The Committee will be comprised of not
less than three directors, a majority of which shall be indepen-
dent and one of which shall be the Chairman of the Board.
The Chairman of the Board shall serve as the Chairman of the
Committee unless the Board elects a different director to serve
as Chairman. In the absence of the Chairman of the Commit-
tee, the Lead Director of the Board will serve as Chairman of
the meeting.
Meetings: The Committee will meet from time to time
during the year, as needed.
INTERACTION WITH MANAGEMENT
Evaluation of the CEO – The Compensation Committee
with input from the Board will annually review and approve
corporate goals and objectives relevant to the CEO’s compen-
sation, evaluate the CEO’s performance in light of such goals
and objectives, and determine the CEO’s compensation level
based on this evaluation and other relevant information. The
Committee shall also review annually and determine the indi-
vidual elements of total compensation of the CEO, including
annual salary, annual bonus and long-term incentive compen-
sation and report such determination to the Board, provided,
however, that the annual salary, annual bonus and long-term
incentive compensation shall be subject to the approval of
the Board.
Succession Planning – The Board and the Compensation
Committee share the responsibility for succession planning.
The Committee shall maintain and review with the Board a list
for the Board of potential successors to the CEO. The Chairman
shall review management succession planning with the Com-
pensation Committee on an annual basis, and provide a report
to the Board.
Attendance at Board & Committee Meetings – The
Chairman will routinely invite senior management to attend
Board meetings. The Board or any Committee may request the
presence of any Company employee at any Board or Commit-
tee meeting. In addition, the Chairman will invite such other
managers and outside experts to the Board meetings in situa-
tions where such persons can aid the Board in its deliberations.
Access to Management – Directors will have complete
access to management and management will be available to the
Board with respect to any questions regarding Company issues.
INTERPRETATION OF GUIDELINES
These Guidelines provide a framework for governance of
the Company and the Board. The Board recognizes that situa-
tions may dictate variations from the Guidelines in order to
respond to business changes and the needs of the stockhold-
ers. In addition, the Guidelines shall be revised and updated
from time-to-time. Accordingly, the Guidelines do not consti-
tute invariable rules nor shall they preclude the Board from
acting in variance thereto at any time in the future.