The Finance Committee of the Board of Directors of Schlumberger Limited (“Schlumberger,” and such board, the “Board,” and such committee, the “Committee”) 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 Schlumberger in discharging their responsibilities with regard to financing policies of Schlumberger and its subsidiaries and to serve as the Committee for pension and profit-sharing trusts as required by US law.
Committee Authority and Responsibilities
The authority and responsibilities of the Finance Committee are to:
- recommend investment and derivative guidelines for the cash and currency exposures of Schlumberger and its subsidiaries
- review the actual and projected financial situation and capital needs of Schlumberger as needed on the
- capital structure of Schlumberger, including among other matters, the respective level of debt and equity, the sources of financing and equity, and Schlumberger’s financial ratios and credit rating policy
- dividend policy
- issues and repurchases of Company stock
- review the insurance principles and coverage of Schlumberger and its subsidiaries, as well as financing risks, including those associated with currency and interest rates
- review the investor relations and shareholder services of Schlumberger
- review the financial aspects of any acquisitions submitted to the Board; and, as delegated to the Committee by the Board, review and approve any acquisitions covered by such delegation
- review the administration of the employee benefit plans of Schlumberger and the performance of fiduciary responsibilities of the administrators of the plans
- function as the Committee for pension and profit-sharing trusts as required by US law, including recommending investment guidelines for plan trustees and investment managers, recommending the appointment of investment managers and reviewing periodically the performance of investment managers and plan trustees.
Committee Meetings, Support, 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 Schlumberger, or such other person as it deems appropriate to assist it in performing its responsibilities and has the authority to retain 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 Articles of Incorporation of Schlumberger.
The Committee shall conduct and present to the Board an annual performance evaluation of the Committee. The Committee shall review periodically 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 17, 2019