The Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Schlumberger Limited (“Schlumberger”) shall consist of at least three directors. The members of the Committee and its Chair shall be appointed and removed by the Board at its discretion. All members of the Committee shall, in the Board’s judgment, meet the independence requirements of the New York Stock Exchange (the “NYSE”).
The Committee’s Purpose
The purpose of the Committee is to assist the Board to:
- identify individuals qualified to become directors consistent with criteria approved by the Board, and recommend director candidates to the Board for election at Schlumberger’s next annual general meeting of stockholders;
- nominate directors to serve on, and to chair, the Board committees;
- review corporate governance trends;
- develop and recommend to the Board a set of corporate governance guidelines and recommend any amendments, as appropriate;
- monitor and review the effectiveness of Schlumberger’s Ethics and Compliance program;
- oversee Schlumberger’s corporate citizenship and environmental and social responsibility strategies; and
- oversee the annual review of the Board’s performance.
Committee Authority and Responsibilities
The authority and responsibilities of the Committee are to:
- Lead the search for individuals qualified to become Board members for recommendation to the Board, including evaluating persons recommended by other directors, management and stockholders. All potential nominees must first be considered and recommended by the Committee before being formally considered by the Board.
- Review with the Board, on an annual basis, the composition of the Board as a whole to assess the skills and characteristics that are currently represented on the Board, and in incumbent Board members, as well as the skills and characteristics that the Board may find valuable in the future in light of Schlumberger’s anticipated business needs.
- Evaluate the suitability of potential nominees for membership on the Board. As part of the search process for each new director, the Committee seeks out women and nationally, racially and ethnically diverse candidates to include in the pool of candidates from which director nominees are chosen. The Committee will direct any third-party search firm the Committee engages to include women and nationally/racially/ethnically diverse candidates in such pool as well. In evaluating potential nominees, the Committee takes into consideration the Board’s current composition, including expertise; gender, cultural and geographical diversity; existing and anticipated business needs; and the general qualifications of the potential nominees, including:
- integrity and honesty
- exercising of sound, mature, and independent business judgment
- recognized leadership in business or professional activity
- background and experience that will complement the experience and talents of the other Board members
- willingness and capability to take the time to actively participate in Board and committee meetings and related activities
- ability to work professionally and effectively with other Board members and Schlumberger management
- availability to remain on the Board and its committees long enough to make an effective contribution
- absence of material relationships with competitors or other third parties that could present realistic possibilities of conflict of interest or legal issues
and ensure that all necessary and appropriate inquiries are made into the backgrounds and qualifications of such candidates.
- Recommend to the Board the number and names of director nominees at the next annual general meeting of stockholders or otherwise to recommend director nominees in the event that the authorized number of directors exceeds the number elected by stockholders at such annual general meeting, and to propose director nominees to fill any vacancies on the Board.
- Annually review the qualifications and criteria taken into consideration in the evaluation of potential nominees for membership on the Board.
- Consider the offer of resignation of a director who has changed his or her principal occupation or employer, and inform the Board as to whether or not it recommends that the Board accept the offer of resignation.
- Assist the Board with its determination of the independence of its members.
- Monitor trends, changes in law and NYSE listing standards, and best practices in corporate governance, and periodically review the Board’s corporate governance guidelines and recommend changes as it deems appropriate in those guidelines, in the corporate governance provisions of Schlumberger’s By-Laws, and in the policies and practices of the Board in light of such trends, changes, and best practices as appropriate. The Committee shall oversee Schlumberger’s corporate governance guidelines and policies governing the Board as they relate to matters concerning the selection of individuals to serve on the Board. Schlumberger’s corporate governance guidelines are incorporated into this charter.
- Consider issues involving “related person transactions” with directors and similar issues, but only to the extent not otherwise under the authority of the Board’s Audit Committee as set forth in its charter. Subject to the foregoing limitation, the Committee shall have the authority to consider for approval any related person transactions and to approve or ratify such transactions.
- Periodically review Schlumberger’s Ethics and Compliance program, including significant compliance allegations, with Schlumberger’s General Counsel or Director of Compliance, each of whom have the authority to communicate directly with the Committee about actual and alleged violations of law or of the Company’s Code of Conduct, and to oversee Schlumberger’s Code of Conduct and policies and procedures for monitoring compliance.
- Periodically review and make recommendations to the Board regarding Schlumberger’s Corporate Social Responsibility program, including its Global Stewardship reporting efforts, and review trends in environmental, social and governance issues affecting Schlumberger and its key public policy positions.
- Review and make recommendations to the Board regarding Schlumberger’s response to any proposals presented by stockholders for consideration at annual general meetings of stockholders, other than any such proposals relating solely to Schlumberger’s executive or director compensation practices (which shall be under the authority of the Board Compensation Committee).
- Oversee Schlumberger’s engagement with stockholders on governance and related topics.
- Periodically review the state of Schlumberger’s relationships with key stakeholders, how those constituencies view Schlumberger, and the issues raised by them.
- Review and make recommendations to the Board regarding Schlumberger’s policies, programs and activities related to political and charitable contributions.
- Annually review and make recommendations to the Board regarding new director orientation and director continuing education on governance issues.
- Annually recommend to the Board, following the annual general meeting of stockholders, committee membership, and chairs and review periodically with the Board committee rotation practices. Furthermore, recommend to the Board, as needed, the formation of ad hoc committees of the Board to deal with specific issues as well as the membership and chairs of ad hoc committees and for the assignment of specific tasks to individual members of the Board.
- Approve the membership of any executive director or officer on a non-Schlumberger listed company board and be timely informed by non-executive directors of any new listed company board to which they have been nominated for election as director and of any change in their status as director on any other listed company board.
- Advise the Board on succession planning for the Board and key leadership roles on the Board and its committees.
- Periodically review the Board’s leadership structure, recommend changes to the Board as appropriate, and make recommendations to the Board’s independent directors regarding the appointment and duties of the Board chair and, whenever the chair is not an independent director, the lead independent director.
Committee Meetings, Support, Delegation and Evaluation
- The Committee shall meet at least two times 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 non-executive director that is not a member of the Committee. Additionally, the Committee may invite to its meetings any director, officer of Schlumberger or such other person as it deems appropriate to carry out its responsibilities. The Committee has the sole authority to retain and terminate any independent search or other consultants to be used to identify potential director nominees and to terminate any such search, in its sole discretion, and has sole authority to approve related fees and other retention provisions. The Committee also has sole authority to obtain, at Schlumberger’s expense, advice and assistance from internal or external legal or other advisors.
- 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 Schlumberger.
- The Committee shall annually oversee the conduct of a Board self-assessment and shall present to the Board a review and evaluation of the Board’s performance. The Committee shall also conduct and present to the Board a review and evaluation of its own performance. The Committee shall also annually review, and make recommendations to the Board regarding, its process for evaluating the effectiveness of the Board and its committees.
- 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 15, 2020