Corporate governance encompasses a comprehensive set of policies, processes, and guidelines Baker Hughes has implemented. These manage our performance and effective interaction with key stakeholders, including employees, customers, regulators, and society at large.
Our business code of conduct offers guidance on business conduct, ethics, and compliance standards and procedures to our directors, officers, and employees.
Additionally, our principal executive officer, principal financial officer, and principal accounting officer sign an annual Code of Ethical Conduct Certification.
Baker Hughes Corporate Governance Guidelines
Our board's Corporate Governance Guidelines regulate its relationship with stockholders and the conduct of the company's affairs. It also regulates the board’s relationship with senior executive management. The guidelines recognize that the board has a separate and unique role. It is the link in the chain of authority between stockholders and senior executive management.
Baker Hughes Board of Directors
The Baker Hughes board consists of 13 directors, including 12 independent nonmanagement directors. The company's bylaws allow the board to have between nine and 13 members. Expansion above 13 members requires an affirmative vote of 75% of the members of the board. The sole inside director is Martin Craighead, chairman of the board and chief executive officer of Baker Hughes. J. Larry Nichols serves as the lead director. Baker Hughes Board of Directors.
Directors are elected annually. Independent nonmanagement directors cannot stand for reelection at the annual meeting of stockholders following their 72nd birthday. They must resign if attendance at board and committee meetings falls below 66%. The board may waive these requirements if it believes retention of the board member is in the company’s best interest. Any director nominee receiving a "withhold" vote representing the majority of votes cast for his/her election must submit a letter of resignation. This letter is submitted to the board's Governance Committee. The Governance Committee would recommend to the board whether or not the resignation should be accepted.
Committees of the Board
The board has five standing committees:
The Audit/Ethics, Compensation, and Governance and HSE Committees are comprised solely of independent nonmanagement directors. This is in accordance with NYSE corporate governance listing standards. The Finance Committee is also comprised of independent nonmanagement directors. Additionally, the board has adopted charters for the Audit/Ethics, Compensation, and Governance Committees. These comply with the requirements of the NYSE standards, applicable provisions of the Sarbanes-Oxley Act of 2002 ("SOX"), and SEC rules.