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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 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.
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