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 applicable independence requirements of the New York Stock Exchange (“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’s 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:
Committee Meetings, Support, Outside Advisors, 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 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 an annual performance evaluation of the Committee. The Committee shall also annually review, and make recommendations to the Board regarding, its process for evaluating the effectiveness of the Board, its committees and each non-management director.
- 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 21, 2021