2003 Committee Charter : BR

GOVERNANCE AND NOMINATING
COMMITTEE CHARTER
As of March 1, 2003
Burlington Resources Inc.
Governance and Nominating Committee Charter
Organization
The Board of Directors shall designate annually a Governance and Nominating Committee
comprised of three or more Directors, who may be removed by the Board of Directors in its discretion.
The members of the Governance and Nominating Committee shall be "independent" directors
as determined in accordance with the laws, rules and regulations of the New York Stock Exchange
and shall also comply with and satisfy all other applicable laws, rules, regulations and requirements.
The Governance and Nominating Committee shall report regularly to the Board of Directors.
A Chairman of the Governance and Nominating Committee shall be elected annually by the
Board of Directors.
Purpose
The purpose of the Governance and Nominating Committee is to (1) identify individuals
qualified to serve on the Board of Directors and to recommend that the Board of Directors select
director nominees to be considered for election at the Company's next annual meeting of shareholders
or to be appointed by the Board of Directors to fill an existing or newly created vacancy on the
Board of Directors, (2) identify members of the Board of Directors to serve on each board committee
and to serve as chairman thereof and recommend each such member and chairman to the Board
of Directors, (3) develop and revise as appropriate Corporate Governance Guidelines applicable to
the Company and recommend such guidelines or revisions to the Board of Directors, (4) oversee the
evaluation by the Board of Directors of itself and its committees, (5) identify individuals to serve as
officers of the Company and recommend such individuals to the Board of Directors and (6) review
with the Chief Executive Officer matters of management succession.
Meetings
The Governance and Nominating Committee shall meet as often as it deems necessary or
appropriate to carry out its responsibilities and may, in its sole discretion, form and delegate authority
to subcommittees (comprised only of Governance and Nominating Committee members) in furtherance
of such responsibilities. Meetings of the Governance and Nominating Committee shall be called
by the Chairman of the Governance and Nominating Committee, the Chairman of the Board or the
President of the Company. All such meetings shall be held pursuant to the By-Laws of the Company
with regard to notice and waiver thereof, and written minutes of each such meeting shall be duly filed
in the Company's records.
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Powers and Responsibilities
The Governance and Nominating Committee shall:
1) Actively seek to identify individuals qualified to serve on the Board of Directors and
to recommend that the Board of Directors select director nominees to be considered
for election at the Company's next annual meeting of shareholders or to be appointed
by the Board of Directors to fill an existing or newly created vacancy on the
Board of Directors in accordance with the Board Membership Criteria set forth in
the Company's Corporate Governance Guidelines. The Committee shall also consider
written proposals for director nominees received from Company shareholders
in accordance with the Company's Corporate Governance Guidelines and By-Laws.
2) Identify qualified members of the Board of Directors to serve on each board committee
and to serve as chairman thereof and recommend each such member and
chairman to the Board of Directors. In addition, the Governance and Nominating
Committee may designate a member of the Governance and Nominating Committee
to attend the meetings of any other Board committee ex officio with the concurrence
of the chairman of such other committee.
3) Develop Corporate Governance Guidelines applicable to the Company and recommend
such guidelines or revisions of such guidelines to the Board of Directors. The
Governance and Nominating Committee shall review such guidelines at least annually
and, when necessary or appropriate, recommend changes to the Board of Directors.
4) Review at least annually the charters of the committees of the Board of Directors
and, when necessary or appropriate, recommend changes in such charters to the
Board of Directors.
5) Oversee the annual self-evaluation by the Board of Directors of itself and its committees.
6) Review with the Chief Executive Officer matters relating to management succession.
7) Identify individuals to serve as officers of the Company and recommend such individuals
to the Board of Directors.
8) Monitor the development of best practices regarding corporate governance and take
a leadership role in shaping the corporate governance of the Company.
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9) Review and approve the requests of Management Directors seeking to accept invitations
to serve on public company boards and committees thereof.
Additional Powers and Responsibilities
The Governance and Nominating Committee shall have the authority to engage and obtain
advice and assistance from advisors, including independent or outside counsel, shall have sole authority
to retain and/or terminate any search firm, including those used to identify individuals qualified
to serve on the Board of Directors, and shall have the sole authority to approve the fees and other
retention terms of any such engagement, as it determines is necessary or appropriate to carry out its
duties. All related fees and costs of such advisors shall be paid promptly by the Company in accordance
with its normal business practices.
The Governance and Nominating Committee shall, on an annual basis, review and reassess
the adequacy of this Charter and conduct an evaluation of the Governance and Nominating Committee's
own performance during such past year.
The Governance and Nominating Committee shall perform such other activities as the Governance
and Nominating Committee or the Board of Directors may from time to time deem necessary
or appropriate.