This excerpt taken from the EOG DEF 14A filed Mar 29, 2007.
Review, Approval or Ratification of Transactions with Related Persons
We have not adopted specific procedures for review of, or standards for approval of, transactions with related persons, but instead review such transactions on a case by case basis. Our Code of Business Conduct and Ethics prohibits transactions which may constitute a conflict of interest, except under guidelines approved by the Board of Directors. Any waiver of our Code of Business Conduct and Ethics in favor of directors or executive officers requires Board of Directors approval and reporting under applicable SEC and stock exchange regulations.