This excerpt taken from the EOG DEF 14A filed Mar 30, 2006.
The Board of Directors (Board) has affirmatively determined that six of the Companys directors, Messrs. Alcorn, Crisp, Stevens, Steward, Textor and Wisner, who together constitute three-fourths of its directors, have no material relationship with the Company and thus meet the criteria for independence required by the New York Stock Exchange (NYSE) and the Companys Bylaws. Under the Companys Corporate Governance Guidelines, no director may serve on more than three other public company boards.
Codes of Ethics and Corporate Governance Guidelines
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 website at www.eogresources.com/about/corpgov.html. The documents are also available in print upon request. In February 2006, the Board amended the Companys Corporate Governance Guidelines to provide that any nominee for director who fails to receive a majority vote as required by the Companys Bylaws must promptly tender his
or her resignation to the Nominating Committee of the Board. The Nominating Committee will evaluate the resignation and make a recommendation to the Board who will then act on the tendered resignation within 90 days following certification of the stockholder vote.
Communications with the Board
The Board 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 Companys 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 Companys website at the link noted above. Interested parties can communicate directly with the presiding director of the non-management directors, or the non-management directors as a group, using the same procedure outlined above for general shareholder communications with the Board, except any such communication should be addressed to the presiding director, or to the non-management directors as a group, as applicable.