2003 Committee Charter : ESV
NOMINATING, GOVERNANCE AND COMPENSATION COMMITTEE
THE BOARD OF DIRECTORS
ENSCO INTERNATIONAL INCORPORATED
The Committee shall be composed of three or more Independent Directors who
are not members of management of the Company and who are "disinterested
persons" within the meaning of Rule 16B-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934. One of the members shall be
appointed Committee Chairman by the Chairman of the Board of Directors.
The Committee shall nominate to the Board of Directors candidates for election
or appointment to serve as directors or assume key management positions in the
The Committee shall oversee matters of corporate governance, including
performance of the Board of Directors, and shall be responsible for proposing,
reviewing and updating the Company's Corporate Governance Policy and
presenting same to the Board of Directors for approval or revision.
The Committee shall advise the Board of Directors and will consult with the
management of the Company in respect of the principles and philosophy to be
observed by the Company in compensating directors, officers and employees.
The Committee is empowered to retain persons having special competence as
necessary to assist the Committee in fulfilling its responsibilities, including
retention of an executive search firm to assist in identifying qualified candidates
for service as directors or officers of the Company.
The Committee is to meet as many times as the Committee deems necessary.
Meetings for the consideration of pertinent matters may be requested by the
Chief Executive Officer of the Company, or by any member of the Committee, by
request to the Chairman of the Committee. A majority of the members of the
Committee shall constitute a quorum at any meeting.
As necessary or desirable, the Committee Chairman may request that members
of management or independent consultants be present at meetings of the
The Secretary or Assistant Secretary of the Company will prepare the minutes of
each meeting and send a copy of the minutes to the Committee members and to
the Directors who are not members of the Committee.
Responsibilities and Powers
The Committee shall be empowered in accordance with its judgment to act in
respect of the following:
1. Nominate to the Board of Directors, in advance of the preparation of the Notice of
Annual General Meeting of Shareholders and Proxy Statement each year,
candidates for election as directors of the Company for all such directors as will
be elected at the Annual Meeting, and at any other time as the election or
appointment of directors may be necessary or desirable.
2. Nominate to the Board of Directors, at the first meeting of the Board following the
Annual General Meeting of Shareholders each year, those individuals
recommended for appointment by the Board as Officers of the Company.
3. Ensure the Board of Directors is empowered to effectively carry out its
responsibilities to oversee and monitor the performance of the Company and its
management and to participate in the development and implementation of
corporate strategies for the Company.
4. Ensure that appropriate ethical behavior and proper compliance standards are
established and maintained throughout the Company. The Committee also shall
be responsible for overseeing management's adoption and enforcement of
policies for the appropriate treatment of employees and customers with the
objective of having the Company maintain its status as a responsible corporate
5. Ensure that the Board is effectively using its time, that it is addressing the
agenda items it deems important, and that management is responsive to the
Board's prioritization of issues.
6. Review the frequency and format of Board meetings with the objective of
enhancing the Board's ability to function as an independent and informed
overseer of the Company's affairs and performance of its management.
7. Oversee the structure, size and responsibilities of the committees of the Board,
recommend changes in committee charters or the establishment, consolidation
or elimination of committees as appropriate.
8. Prepare an annual assessment of the Board's performance, review each
committee performance, and present said assessment and reports to the Board.
9. Coordinate an annual CEO performance evaluation by the Board and ensure that
the evaluation is properly communicated to the CEO.
10. Review and monitor management succession planning.
11. Make its independent perspective available to management for consultation in
respect of the Company's policies with regard to major issues of compensation.
12. Review with management and make recommendations to the Board of Directors
relative to changes in the Company's compensation structure of sufficient
magnitude to materially effect the Company's cost of operation or its
competitiveness as an employer.
13. Review with management and make recommendations to the Board of Directors
relative to significant additions, deletions or modifications to the Company's
employee benefit plans.
14. Make recommendations to the Board of Directors regarding the amount of the
Company's profit sharing contribution, if any, to the ENSCO Savings Plan on an
15. Approve and award all stock options, incentive stock grants and any other
awards under the ENSCO Key Employees' Incentive Compensation Plan, as
provided under the terms of that Plan, and to report any awards made to the
Board of Directors.
16. Approve compensation of the officers and employees of the Company.
17. The Committee shall recommend to the Board of Directors any appropriate
extensions or changes in the duties of the Committee.