The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Schlumberger Limited (“SLB”) shall consist of at least three directors. The members of the Committee and its Chair shall be appointed by the Board upon the recommendation of the Nominating and Governance Committee and may be removed by the Board at its discretion. All members of the Committee shall, in the Board’s judgment, meet the applicable independence requirements of the New York Stock Exchange (“NYSE”), and all other applicable laws and regulations.
The Committee’s Purpose
The purposes of the Committee are to assist the Board in discharging its responsibilities with regard to executive compensation; periodically review non-executive director compensation; oversee the general compensation philosophy, policy, and programs of SLB; serve as the administrative Committee under SLB’s stock plans; and review and discuss with management SLB’s report to stockholders on executive compensation.
Committee Authority and Responsibilities
The authority and responsibilities of the Committee are to:
- annually review and approve the objectives, evaluate the performance, and review and recommend the compensation of SLB’s chief executive officer (the “CEO”) to the Board’s independent directors, meeting in executive session. The Committee may base its recommendations regarding CEO compensation on a number of factors as it deems appropriate, including but not limited to CEO performance in light of those objectives, SLB financial and business performance and relative shareholder return, the CEO’s compensation in prior years, and SLB’s objective to be competitive with comparable companies.
- annually review, approve, and oversee management’s implementation and maintenance of a robust performance evaluation process for SLB’s executive officers.
- annually review and approve the compensation structure for SLB’s executive officers and to approve their compensation (other than that of the CEO), including base salary, annual cash incentive and long-term incentives.
- select appropriate peer groups for purposes of assessing SLB's executive compensation.
- review incentive compensation and equity-based plans, including, (i) at least annually, advise management and the Board on the design and structure of SLB’s compensation and benefits programs and policies, and (ii) approve changes thereto, or recommend changes to the Board, as the Committee determines appropriate.
- administer and make awards under SLB’s stock plans and review and approve annual stock allocation under those plans.
- review and approve or recommend to the Board, as appropriate, any employment or severance contracts or arrangements with executive officers.
- monitor trends and best practices in, and periodically review and assess the adequacy of, director compensation and stock ownership policies and recommend changes to the Board as it deems appropriate, considering shareholder alignment and in accordance with SLB’s Corporate Governance Guidelines.
- establish and administer stock ownership policies for executive officers and other key position holders.
- monitor and review SLB’s overall compensation and benefits program design to assess such programs’ continued competitiveness and consistency with SLB’s established compensation philosophy, corporate strategy and objectives, linkage of pay to performance, and alignment with shareholder interests, including any material risks of such programs.
- oversee SLB’s people-related strategies, programs and initiatives, including with respect to matters such as recruitment, retention, engagement, talent management and diversity.
- oversee SLB's engagement with stockholders on executive compensation matters, including SLB's advisory vote on executive compensation.
- review, discuss with SLB’s management, and recommend to the Board the “Compensation Discussion and Analysis” (“CD&A”) to be included in SLB’s annual proxy statement to shareholders.
- produce a Committee Report to be included in SLB’s proxy statement.
- review and make recommendations to the Board regarding SLB’s response to any proposals presented by stockholders for consideration at annual general meetings of stockholders relating to SLB’s executive or director compensation practices.
- oversee and administer SLB’s clawback policy, including periodically reviewing and recommending changes in the policy to the Board as appropriate.
- be directly responsible for the appointment, compensation, and oversight of the work of any consultants and other advisors retained by the Committee.
Committee Meetings, Support, Outside Advisors, Delegation and Evaluation
- The Committee shall meet at least quarterly, or more often as circumstances require, keep minutes of its proceeding, and report regularly to the Board. At least quarterly, the Committee shall hold an executive session without management present.
- The Committee may invite to its meetings any director, officer of SLB, or such other person as it deems appropriate to assist it in performing its responsibilities.
- The Committee has the authority, in its sole discretion, to retain and terminate (or obtain the advice of) compensation consultants, outside counsel, and other advisors as it determines appropriate to assist it in its responsibilities and shall receive appropriate funding, as determined by the Committee, from SLB for payment of reasonable compensation to any such advisors. The Committee shall assess (a) the independence of any consultants and other advisors (whether retained by the Committee or by management) that provide advice to the Committee in accordance with NYSE listing standards, and (b) whether the work of any such compensation consultant has raised any conflict of interest.
- The Committee may delegate specific responsibilities to one or more individual Committee members to the extent permitted by law, regulation, NYSE listing standards, and the governing documents of SLB.
- The Committee shall conduct and present to the Board an annual performance evaluation of the Committee. The Committee shall review annually the adequacy of this charter and recommend any changes that it deems appropriate to the Board for approval.
Approved by the Board of Directors: October 20, 2022