The Finance 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.
The Committee’s Purpose
The purpose of the Committee is to assist the Board and management of SLB in discharging their responsibilities with regard to the financing strategies and practices of SLB and its subsidiaries.
Committee Authority and Responsibilities
The authority and responsibilities of the Committee are to:
- recommend investment and derivative guidelines for the cash and currency exposures of SLB and its subsidiaries.
- review the actual and projected financial situation and capital needs of SLB as needed on the:
- capital structure of SLB, including, among other matters, the respective level of debt and equity, the sources of financing and equity, and SLB's financial ratios and credit rating policy;
- dividend policy; and
- issues and repurchases of SLB stock.
- review the insurance principles and coverage of SLB and its subsidiaries, as well as finance-related risks and finance-related risk management policies, including those associated with currency and interest rates.
- review the activities of the investor relations function of SLB.
- review the financial aspects of any acquisitions, or divestitures, and other strategic transactions submitted to the Board and as delegated to the Committee by the Board, review and approve any acquisitions or divestitures or other strategic transactions covered by such delegation.
- review the administration and financial requirements of SLB's employee benefits plans.
Committee Meetings, Support, Outside Advisors, Delegation and Evaluation
- The Committee shall meet at least twice a year, or more often as circumstances require, keep minutes of its proceedings, and report regularly to the Board.
- 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) independent financial or other consultants to assist it in its responsibilities, and to approve related fees and other retention provisions.
- The Committee may delegate specific responsibilities, including those related to pension and profit-sharing trusts, to one or more individual Committee members or to management to the extent permitted by law, regulation, 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