This excerpt taken from the EOG DEF 14A filed Mar 25, 2009.
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 Boards review of the governance practices of our peer companies and the Boards 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 directors continuation on the Board every three years. The Nominating and Governance 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 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.