EOG » Topics » Board of Directors and Committees

This excerpt taken from the EOG DEF 14A filed Mar 30, 2006.

Board of Directors and Committees

     The Board held five regularly scheduled meetings during the year ended December 31, 2005. Each director attended at least 75% of the total number of meetings of the Board and the committees on which the director served, except for Mr. Stevens who attended 60% because of a prior commitment. Each director attended the 2005 Annual Meeting of Shareholders.

     The Board uses working committees with functional responsibility in the more complex recurring areas where disinterested oversight is required. The charters for each of the committees identified below, including printable versions, are available at the website noted above. The charters are also available in print upon request.

     Audit Committee

     The Audit Committee, which is composed exclusively of independent directors, is the communication link between the Board and the independent auditors of the Company. The Board has determined that the Company currently does not have an Audit Committee Financial Expert serving on the Audit Committee. The Board has selected the members of the Audit Committee based on the Board’s determination that they are qualified to monitor the performance of management and the independent auditors and to monitor the disclosures of the Company so that they fairly present the Company’s financial condition and results of operations. In addition, the Audit Committee has the ability on its own and at the Company’s expense to retain independent accountants or other consultants whenever it deems appropriate. The Board believes that this is equivalent to having an Audit Committee Financial Expert on the Audit Committee. The Board believes it is desirable for the Company to nominate as a director a person who would qualify as an Audit Committee Financial Expert, but only if that person also has the other experience, attributes and qualifications that the Company is then seeking for new members of the Board. Accordingly, the Nominating Committee has been directed to include in the information that it seeks from potential nominees to the Board whether that person has the knowledge, background and experience to qualify as an Audit Committee Financial Expert and to consider such qualifications when proposing nominees for the Board. The Audit Committee has the sole authority to appoint independent registered public accountants as auditors for the Company and reviews, as deemed appropriate, the scope of the audit, the accounting policies and reporting practices, the system of internal controls, compliance with policies regarding business conduct and other matters. The Audit Committee met five times during the year ended December 31, 2005, and is currently composed of Messrs. Textor (Chairman), Alcorn, Crisp, Stevens, Steward and Wisner.

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     Compensation Committee

     The Compensation Committee, which is composed exclusively of independent directors, is responsible for administration of the Company stock plans and approval of compensation arrangements of the Company’s executive officers. The Compensation Committee met five times during the year ended December 31, 2005, and is currently composed of Messrs. Alcorn (Chairman), Crisp, Stevens, Steward, Textor and Wisner.

     Nominating Committee

     The Nominating Committee, which is composed exclusively of independent directors, is responsible for proposing qualified candidates to fill vacancies on the Board without regard to race, sex, age, religion or physical disability. Nominees for director should possess personal and professional integrity, have good business judgment, have relevant experience and skills, and be willing and able to commit the necessary time for Board and committee service. As noted above, the Nominating Committee will also consider whether a nominee has the knowledge, background and experience to serve as an Audit Committee Financial Expert.

     The Company’s Corporate Governance Guidelines set forth the following minimum requirements for directors:

  • No director shall be eligible to stand for election or re-election after having attained the age of 74;

  • At least 3/5 of the Company’s directors must meet the criteria for independence required by the NYSE and the Company’s Bylaws; and

  • No director of the Company may serve on more than three other public company boards.

     The Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. As an alternative to term limits for directors, the Nominating Committee reviews each director’s continuation on the board every three years. The Nominating Committee also regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating Committee through current Board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating Committee, and may be considered at any point during the year. In evaluating such nominations, the Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board. The Nominating Committee will consider nominees recommended by shareholders in accordance with the procedures outlined on page 20 of this Proxy Statement.

     The Nominating Committee met three times during the year ended December 31, 2005. The Nominating Committee is currently composed of Messrs. Crisp (Chairman), Alcorn, Stevens, Steward, Textor and Wisner.

     Corporate Governance Committee

     The Corporate Governance Committee is responsible for developing and recommending corporate governance principles applicable to the Company and for oversight of the self-evaluation of the Board. The Corporate Governance Committee met two times during the year ended December 31, 2005, and is currently composed of Messrs. Wisner (Chairman), Alcorn, Crisp, Stevens, Steward and Textor.

     Executive Sessions of Non-Management Directors

     The non-management directors held four executive sessions in 2005. Mr. Steward was appointed by the non-management directors as the presiding director for these meetings. Mr. Steward has been reappointed by the non-management directors as the presiding director for their executive sessions in 2006.

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This excerpt taken from the EOG DEF 14A filed Mar 30, 2005.

Board of Directors and Committees

The Board of Directors held six regularly scheduled meetings during the year ended December 31, 2004. Each director attended at least 75% of the total number of meetings of the Board of Directors and the committees on which the director served, except for Mr. Steward who attended 73% because of a prior commitment that conflicted with the 2004 meeting schedule that was established before he joined the Board of Directors in July 2004. Each director attended the 2004 Annual Meeting of Shareholders other than Mr. Stevens and Mr. Steward who were elected to the Board of Directors in July 2004.

The Board of Directors has determined that six of the Company’s directors, Messrs. Alcorn, Crisp, Stevens, Steward, Textor and Wisner, who together constitute three-fourths of its directors, meet the criteria for independence required by the New York Stock Exchange (“NYSE”) and the criteria for independence required by the Company’s by-laws. Under the Company’s Corporate Governance Guidelines, no director may serve on more than three other public company boards.

The Company has adopted a Code of Ethics for Senior Financial Officers and a Code of Business Conduct and Ethics for all directors, officers, employees, agents and representatives of the Company, as well as Corporate Governance Guidelines. Links to these documents, including printable versions, are available on the EOG Resources, Inc. website at www.eogresources.com/about/corpgov.html. The documents are also available in print upon request. The Board of Directors has a process in place for shareholders to send communications to the Board. Shareholders of the Company shall submit such communications in writing to the Secretary of the Company, who upon receipt of any communication other than one that is clearly marked “Confidential” will note the date the communication was received in a log established for that purpose, open the Board communication, make a copy of it for the Company’s files, and promptly forward the communication to the directors to whom it is directed. Upon receipt of any communication that is clearly marked “Confidential”, the Secretary of the Company will not open the communication, but will note the date the communication was received in a log established for that purpose, and promptly forward the communication to the directors to whom it is addressed. Further information regarding this process can be found on the Company’s website at the link noted above.

The Board of Directors uses working committees with functional responsibility in the more complex recurring areas where disinterested oversight is required. The charters for each of the committees identified below, including printable versions, are available at the website noted above. The charters are also available in print upon request.

The Audit Committee, which is composed exclusively of independent directors, is the communication link between the Board of Directors and the independent auditors of the Company. The Board of Directors has determined that the Company currently does not have an Audit Committee Financial Expert serving on the Audit Committee. The Board of Directors has selected the members of the Audit Committee based on the Board’s determination that they are qualified to monitor the performance of management and the independent auditors and to monitor the disclosures of the Company so that they fairly present the Company’s financial condition and results of operation. In addition, the Audit Committee has the ability on its own and at the Company’s expense to retain independent accountants or other consultants whenever it deems appropriate. The Board of Directors believes that this is equivalent to having an Audit Committee Financial Expert on the Audit Committee. The Board of Directors believes it is desirable for the Company to nominate as a director a person who would qualify as an Audit Committee Financial Expert, but only if that person also has the other experience, attributes and qualifications that

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the Company is then seeking for new members of the Board of Directors. Accordingly, the Nominating Committee has been directed to include in the information that it seeks from potential nominees to the Board of Directors whether that person has the knowledge, background and experience to qualify as an Audit Committee Financial Expert and to consider such qualifications when proposing nominees for the Board of Directors. The Audit Committee has the sole authority to appoint independent public accountants as auditors for the Company and reviews, as deemed appropriate, the scope of the audit, the accounting policies and reporting practices, the system of internal controls, compliance with policies regarding business conduct and other matters. The Audit Committee met seven times during the year ended December 31, 2004, and is currently composed of Messrs. Textor (Chairman), Alcorn, Crisp, Stevens, Steward and Wisner.

The Compensation Committee, which is composed exclusively of independent directors, is responsible for administration of the Company stock plans and approval of compensation arrangements of the Company’s executive officers. The Compensation Committee met seven times during the year ended December 31, 2004, and is currently composed of Messrs. Alcorn (Chairman), Crisp, Stevens, Steward, Textor and Wisner.

The Nominating Committee, which is composed exclusively of independent directors, is responsible for proposing qualified candidates to fill vacancies on the Board of Directors without regard to race, sex, age, religion or physical disability. Nominees for director should possess personal and professional integrity, have good business judgment, and have relevant experience and skills. The Nominating Committee met three times during the year ended December 31, 2004. The Nominating Committee will consider nominees recommended by shareholders in accordance with the procedures outlined on page 21 of this Proxy Statement. The Nominating Committee is currently composed of Messrs. Crisp (Chairman), Alcorn, Stevens, Steward, Textor and Wisner.

The Corporate Governance Committee is responsible for developing and recommending corporate governance principles applicable to the Company and for oversight of the self-evaluation of the Board of Directors. The Corporate Governance Committee met three times during the year ended December 31, 2004, and is currently composed of Messrs. Wisner (Chairman), Alcorn, Crisp, Stevens, Steward and Textor.

The non-management directors held four executive sessions in 2004. Mr. Alcorn was appointed by the non-management directors as the presiding director for these meetings. Mr. Steward has been appointed by the non-management directors as the presiding director for their executive sessions in 2005.

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General Electric Company (GE)
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