Grant Prideco, Inc.
2003 Committee Charter : GRP
Nominating/Corporate Governance Committee Charter
The Nominating/Corporate Governance Committee (Committee) is a committee of Grant Prideco,
Inc.'s (Grant's) Board of Directors (Board) primary purpose of the Committee is to:
(1) identify individuals qualified to become board members;
(2) select or recommend to the Board the selection of the director nominees for the next annual
meeting of stockholders; and
(3) develop and recommend to the Board a set of corporate governance principles applicable to
On an annual basis, the Board shall conduct an evaluation of the overall effectiveness of the
The Committee shall be comprised of three or more directors as determined by the Board, each of
whom shall be independent directors, and free from any relationship that, in the opinion of the
Board, would interfere with the exercise of his or her independent judgment as a member of the
Committee. All determinations of independence shall be consistent and in compliance with the
rules and regulations of the New York Stock Exchange and Securities and Exchange Commission.
The members of the Committee shall be elected by the Board at Grant's annual organizational
meeting of the Board or until their successors shall be duly elected and qualified. Unless a Chair is
elected by the full Board, the members of the Committee may designate a Chair by majority vote
of the full Committee membership.
The Committee shall meet at least once annually, or more frequently as circumstances dictate. As
part of its job to foster open communication, the Committee should meet periodically as it deems
IV. Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
Committee to identify director candidates
relating to (1) director qualification standards; (2) director responsibilities; (3) director access
to management and, as necessary and appropriate, independent advisors; (4) director
compensation; (5) director orientation and continuing education and (6) management
Committee") responsible for monitoring and reporting to the Committee the Company's
compliance efforts relating to its Code of Business Ethics. The Committee shall meet with
the Compliance Committee at least once per year and more frequently as the committee
The Committee shall also perform any other activities consistent with this Charter, Grant's Bylaws
and governing law, as the Committee or the Board deems necessary or appropriate.