2003 Committee Charter : GRP

Grant Prideco, Inc.
Nominating/Corporate Governance Committee Charter
I. Purpose
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
Grant.
On an annual basis, the Board shall conduct an evaluation of the overall effectiveness of the
Committee.
II. Composition
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.
III. Meetings
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
necessary.
IV. Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
  • Have sole authority to approve the retention of, and fees paid to any search utilized by the
    Committee to identify director candidates
  • Develop and submit to the Board of Directors for approval corporate governance guidelines
    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
    succession.
  • Establish a committee comprised of senior management of the Company (the "Compliance
    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
    2
    the Compliance Committee at least once per year and more frequently as the committee
    deems necessary.
    V. Other
    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.