Baker Hughes 2009 Annual Report Download - page 65

2009 Proxy Statement 55
iv) 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;
v) Will dedicate sufficient time to Company business;
vi) Exhibit integrity, sound business judgment and support
for the Core Values of the Company;
vii) Understand financial statements;
viii) Are independent as defined by the Securities and
Exchange Commission (“SEC”) and the New York
Stock Exchange;
ix) 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;
x) 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
Company’s customers, employees and the public; and
xi) Are able to exercise sound business judgment.
B) Maintain a Board that reflects diversity, including but
not limited to gender, ethnicity, background, country of
citizenship and experience.
2. Age & Attendance
The Board will not nominate any person to serve as a
director who has attained the age of 72. No director shall
stand for re-election in any fiscal year in which a director fails
to attend at least 66% of the meetings of the Board and any
Committees of the Board on which the director serves. These
provisions may be waived by the Board (excluding the affected
director) if the Board determines that such waiver would be
in the best interest of the Company and its stockholders.
3. Audit/Ethics Committee
The Governance Committee believes that it is desirable
that one or more members of the Company’s Audit/Ethics
Committee possess those qualities and skills such that they
qualify as an Audit Committee Financial Expert, as defined
by SEC rules and regulations.
4. Significant Change in Occupation or Employment
An independent non-management director who has a
significant change in occupation or retires from his or her princi-
pal employment or position will promptly notify the Governance
Committee. The Governance Committee will consider such
change in determining if it is in the best interests of the Com-
pany to nominate such person to stand for reelection as a
director at the Company’s next Annual Meeting of Stockholders.
5. Board Review and Assessments
Each year the members of the Board will participate in a
review and assessment of the Board and of each committee.
In connection with such reviews, or at any other time, a dir-
ector with concerns regarding the performance, attendance,
potential conflicts of interest, or any other concern respecting
any other director shall report such concerns to the Chairman
of the Governance Committee. The Chairman of the Gover-
nance Committee, in consultation with such other directors
as he or she deems appropriate will determine how such con-
cerns should be investigated and reported to members of the
Governance Committee who are not the director in question
(“Independent Non-Management Committee Members”). If
the Independent Non-Management Committee Members con-
clude that the director is not fulfilling his or her duties, they
will determine what actions should be taken. Such actions
may include, without limitation, the Chairman of the Board,
the lead director or another Board member discussing the situ-
ation with the director in question, identifying what steps are
required to improve performance, or, if appropriate, requesting
that the director resign from the Board.
EXHIBIT B
BAKER HUGHES INCORPORATED SELECTION PROCESS
FOR NEW BOARD OF DIRECTORS CANDIDATES
Baker Hughes Incorporated (“Company”) has established
the following process for the selection of new candidates for
the Company’s Board of Directors (“Board”). The Board or the
Company’s Governance Committee will evaluate candidates
properly proposed by stockholders in the same manner as all
other candidates.
1. Chairman/CEO, the Governance Committee, or other Board
members identify a need to fill vacancies or add newly
created directorships.
2. Chairman of the Governance Committee initiates search,
working with staff support and seeking input from the
Board members and senior management, and hiring a
search firm or obtaining advice from legal or other advisors,
if necessary.
3. Candidates, including any candidates properly proposed by
stockholders in accordance with the Company’s Bylaws, that
satisfy criteria as described in the Company’s “Guidelines For
Membership on the Board of Directors” or otherwise qualify
for membership on the Board, are identified and presented
to the Governance Committee.
4. Determine if the Governance Committee members, Board
members or senior management have a basis to initiate
contact with preferred candidates; or if appropriate, utilize
a search firm.
5. Chairman/CEO and at least one member of the Governance
Committee interviews prospective candidate(s).
6. Full Board to be kept informed of progress.
7. The Governance Committee meets to consider and approve
final candidate(s) (conduct interviews as necessary).
8. The Governance Committee will propose to the full Board
candidates for Board membership to fill vacancies, or to
stand for election at the next Annual Meeting of Stockholders.