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This excerpt taken from the EOG DEF 14A filed Mar 25, 2009. Committees
of the Board
Each committee of the Board identified below has a charter that
is available on our website at
www.eogresources.com/about/corpgov.html. Copies of the committee
charters are also available upon written request to our
Corporate Secretary.
Nominating
and Governance Committee
Effective September 4, 2008, the Board combined the
then-existing Nominating Committee and Corporate Governance
Committee into one new Nominating and Governance Committee,
based on the Board’s review of the governance practices of
our peer companies and the Board’s belief that a combined
committee would provide for more efficient and effective
governance of EOG.
The Nominating and Governance Committee, which is composed
exclusively of independent directors, is responsible for
proposing qualified candidates to fill vacancies on the Board
without regard to race, gender, age, religion or physical
disability, recommending director nominees (including
chairpersons) for each of our committees, developing and
recommending appropriate corporate governance principles and
overseeing the self-evaluation of the Board.
While there are no specific minimum requirements that the
Nominating and Governance Committee believes must be met by a
prospective director nominee (other than the general
requirements of our Corporate Governance Guidelines discussed
below with respect to director age, director independence and
director service on the boards of directors of other public
companies), the Nominating and Governance Committee does believe
that 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.
Our Corporate Governance Guidelines, which are available at
www.eogresources.com/about/corpgov.html, mandate that:
The Nominating and Governance Committee uses a variety of
methods for identifying and evaluating nominees for director. As
an alternative to term limits for directors, the Nominating and
Governance Committee reviews each director’s continuation
on the Board every three years. The Nominating and Governance
Committee
Table of Contents
also regularly assesses the appropriate size of the Board and
whether any vacancies on the Board are expected due to
retirement or otherwise. In addition, the Nominating and
Governance Committee will consider various potential candidates
for director. Candidates may come to the attention of the
Nominating and Governance Committee through current Board
members, professional search firms, stockholders or other
persons. These candidates may be evaluated at regular or special
meetings of the Nominating and Governance Committee and may be
considered at any point during the year. In evaluating nominees,
the Nominating and Governance Committee seeks to achieve a
balance of knowledge, experience and capability on the Board.
In addition, the Nominating and Governance Committee will
consider nominees recommended by stockholders in accordance with
the procedures outlined under “Stockholder Proposals and
Director Nominations — Nominations for 2010 Annual
Meeting of Stockholders and for Any Special Meetings of
Stockholders” below. The Nominating and Governance
Committee will evaluate such nominees according to the same
criteria, and in the same manner, as any other director nominee.
Following its formation in September 2008, the Nominating and
Governance Committee did not meet during the year ended
December 31, 2008. The Nominating and Governance Committee
currently is composed of Messrs. Wisner (Chairman), Alcorn,
Crisp, Day, Steward and Textor.
Prior to the formation of the Nominating and Governance
Committee and during the year ended December 31, 2008, the
Nominating Committee met four times (including a joint meeting
of the Board and the Compensation, Corporate Governance and
Nominating Committees) and the Corporate Governance Committee
met three times (including a joint meeting of the Board and the
Compensation, Corporate Governance and Nominating Committees).
Each of the Nominating Committee and the Corporate Governance
Committee was composed of Messrs. Alcorn, Crisp (Chairman of the
Nominating Committee), Day, Steward, Textor and Wisner (Chairman
of the Corporate Governance Committee) and, prior to his
retirement from the Board, Stevens.
Audit
Committee
The Audit Committee, which is composed exclusively of
independent directors, has been established by the Board to
oversee our accounting and financial reporting processes and the
audits of our financial statements.
The Board has selected the members of the Audit Committee based
on the Board’s determination that the members are
financially literate (as required by NYSE rules) and qualified
to monitor the performance of management and the independent
auditors and to monitor our disclosures so that our disclosures
fairly present our financial condition and results of
operations. The Audit Committee has the sole authority, at its
discretion and at our expense, to retain, compensate and
terminate our independent auditors and to review, as it deems
appropriate, the scope of our annual audits, our accounting
policies and reporting practices, our system of internal
controls, our compliance with policies regarding business
conduct and other matters. In addition, the Audit Committee has
the authority, at its discretion and at our expense, to retain
special legal, accounting or other advisors to advise the Audit
Committee.
While the Board has determined that the Chairman of the Audit
Committee, Mr. Textor, has accounting or related financial
management expertise (as required by NYSE rules), we currently
do not have an “audit committee financial expert” (as
defined under SEC rules) serving on the Audit Committee. The
Board believes that the composition of the Audit Committee is
equivalent to having an audit committee financial expert on the
Audit Committee. Moreover, the Board believes it is desirable in
the future 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 we are then seeking for new members of the Board.
Accordingly, the Nominating and Governance 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 met seven times during the year ended
December 31, 2008, and is currently composed of
Messrs. Textor (Chairman), Alcorn, Crisp, Day, Steward and
Wisner. Mr. Stevens also served on the Audit Committee
prior to his retirement from the Board.
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Compensation
Committee
The Compensation Committee, which is composed exclusively of
independent directors, is responsible for the administration of
our stock plans and approval of compensation arrangements for
our executive officers and directors. Please refer to
“Executive Compensation — Compensation Discussion
and Analysis — Compensation Committee Process”
and “Director Compensation” below for a discussion of
the Compensation Committee’s procedures and processes for
making executive officer and director compensation
determinations.
The Compensation Committee met five times during the year ended
December 31, 2008 (including a joint meeting of the Board
and the Compensation, Corporate Governance and Nominating
Committees), and is composed of Messrs. Alcorn (Chairman),
Crisp, Day, Steward, Textor and Wisner. Mr. Stevens also
served on the Compensation Committee prior to his retirement
from the Board.
This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. Committees
of the Board
Each committee of the Board identified below has a charter that
is available on our website at
www.eogresources.com/about/corpgov.html. Copies of the committee
charters are also available upon written request to our
Corporate Secretary.
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. While there are
no specific minimum requirements that the Nominating Committee
believes must be met by a prospective director nominee, the
Nominating Committee does believe that 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.
Our Corporate Governance Guidelines, which are available at
www.eogresources.com/about/corpgov.html, set forth the following
minimum requirements for directors:
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 addition, 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, stockholders or other
persons. These candidates may be evaluated at regular or special
meetings of the Nominating Committee and may be considered at
any point during the year. In evaluating nominees, the
Nominating Committee seeks to achieve a balance of knowledge,
experience and capability on the Board.
In addition, the Nominating Committee will consider nominees
recommended by stockholders in accordance with the procedures
outlined under “Stockholder Proposals and Director
Nominations — Nominations for 2009 Annual Meeting of
Stockholders and for Any Special Meetings of Stockholders”
below. The Nominating Committee will evaluate such nominees
according to the same criteria, and in the same manner, as any
other director nominee.
The Nominating Committee met three times during the year ended
December 31, 2007 (including a joint meeting of the Board
and the Compensation, Corporate Governance and Nominating
Committees), and is currently composed of Messrs. Crisp
(Chairman), Alcorn, Stevens, Steward, Textor and Wisner.
Audit
Committee
The Audit Committee, which is composed exclusively of
independent directors, has been established by the Board to
oversee our accounting and financial reporting processes and the
audits of our financial statements.
The Board has selected the members of the Audit Committee based
on the Board’s determination that the members are
financially literate (as required by NYSE rules) and qualified
to monitor the performance of management and the independent
auditors and to monitor our disclosures so that our disclosures
fairly present our financial condition and results of
operations. The Audit Committee has the sole authority, at its
discretion and at our expense, to retain, compensate and
terminate our independent auditors and to review, as deemed
appropriate, the scope of our annual audits, our accounting
policies and reporting practices, our system of internal
controls, our compliance with policies regarding business
conduct and other matters. In addition, the Audit Committee has
the
authority, at its discretion and our expense, to retain special
legal, accounting or other advisors to advise the Audit
Committee.
While the Board has determined that one member of the Audit
Committee (Mr. Textor, the Chairman) has accounting or
related financial management expertise (as required by NYSE
rules), we currently do not have an “audit committee
financial expert” (as defined under SEC rules) serving on
the Audit Committee. The Board believes that the composition of
the Audit Committee is equivalent to having an audit committee
financial expert on the Audit Committee. Moreover, the Board
believes it is desirable 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 we are 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 met six times during the year ended
December 31, 2007, and is currently composed of
Messrs. Textor (Chairman), Alcorn, Crisp, Stevens, Steward
and Wisner.
Compensation
Committee
The Compensation Committee, which is composed exclusively of
independent directors, is responsible for the administration of
our stock plans and approval of compensation arrangements for
our directors and executive officers. Please refer to
“Executive Compensation — Compensation Discussion
and Analysis — Compensation Committee Process”
below for a discussion of the Compensation Committee’s
procedures and processes for making executive and director
compensation determinations.
The Compensation Committee met six times during the year ended
December 31, 2007 (including a joint meeting of the Board
and the Compensation, Corporate Governance and Nominating
Committees and a joint meeting of the Board and the Compensation
Committee), and is currently composed of Messrs. Alcorn
(Chairman), Crisp, Stevens, Steward, Textor and Wisner.
Corporate
Governance Committee
The Corporate Governance Committee, which is composed
exclusively of independent directors, is responsible for
developing and recommending appropriate corporate governance
principles and for oversight of the self-evaluation of the Board.
The Corporate Governance Committee met two times during the year
ended December 31, 2007 (including a joint meeting of the
Board and the Compensation, Corporate Governance and Nominating
Committees), and is currently composed of Messrs. Wisner
(Chairman), Alcorn, Crisp, Stevens, Steward and Textor.
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