W-H ENERGY SERVICES, INC.
2003 Committee Charter : WHQ
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER
Effective as of October 15, 2003
The Board of Directors (the "Board") of W-H Energy Services, Inc. (the "Company")
established a Corporate Governance and Nominating Committee of the Board (the "Committee")
on October 15, 2003.
The purposes of the Committee are to:
qualified to become Board members;
of stockholders or for appointment to fill vacancies (provided, however, that the
Committee need not select and nominate those directors as to whom the Company
is legally required by contract or otherwise to provide third parties with the ability
to nominate as directors);
corporate governance practices and policies and assist the Board in implementing
those practices and policies;
of the Board and its committees;
successors to the Company's chief executive officer; and
The Committee shall consist of at least three members, all of whom must be members of
the Board. One of the members shall serve as the chairperson of the Committee. Each member
of the Committee shall be "independent" under the rules of the New York Stock Exchange
applicable to domestic listed companies.
The Board shall appoint the members of the Committee after consideration of the
recommendation of the current Committee (in the case of vacancies) or the immediately
preceding Committee in the case of appointment of members immediately following an annual
meeting of shareholders). The chairperson of the Committee shall be designated by the Board
or, if no such designation is made, shall be selected by the affirmative vote of the majority of the
Committee. The Board may remove or replace any member of the Committee at any time by the
affirmative vote of a majority of the Board.
Committee Authority and Responsibilities
The Committee is delegated all authority of the Board as may be required or advisable to
fulfill the purposes of the Committee. The Committee may form and delegate some or all of its
authority to subcommittees when it deems appropriate.
Without limiting the generality of the preceding statements, the Committee shall have
sole authority, and is entrusted with the responsibility, to do the following actions:
1. The Committee shall prepare and recommend to the Board for adoption
appropriate corporate governance guidelines and modifications from time to time to those
2. The Committee shall establish criteria for selecting new director nominees and
actively seek individuals qualified to become director nominees for recommendation to the
Board. The Committee shall select individuals as director nominees who shall have the highest
personal and professional integrity, who shall have demonstrated exceptional ability and
judgment and who shall be most effective, in conjunction with other director nominees, in
collectively serving the long-term interests of the Company's stockholders.
3. The Committee shall seek to implement the "independence" standards with
respect to the members of the Board and each of the committees as required by law, the listing
standards of the New York Stock Exchange (the "NYSE") or the Company's Corporate
4. The Committee shall determine whether or not each director and each prospective
director of the Company is an independent, disinterested, outside or non-employee director under
the standards applicable to the committees on which such director is serving or may serve. In
particular, the Committee shall:
Directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and "outside directors" for purposes of
Section 162(m) of the Internal Revenue Code, as amended;
Rule 10A-3(b)(1) under the Exchange Act (subject to the exemptions provided in
Rule 10A-3(c)); and
committee financial expert" (as defined in Item 401(h)(2) of Regulation S-K).
The Committee may survey any and all of the directors and prospective directors to determine
any matter or circumstance that would cause the person not to qualify as an independent,
disinterested, outside or non-employee director under applicable standards. The Committee shall
report to the Board the existence of any such matter or circumstance.
5. The Committee shall oversee the evaluation of the Board and its management of
the Company at such times as it deems appropriate, but not less than annually, and provide the
evaluation together with recommendations to the Board.
6. Each year, the Committee shall:
composition of the Board;
senior management as assigned to it by the Board;
titles of committees of the Board;
and the individual director to serve as chairperson of each committee;
the committee's annual evaluation of its performance and evaluation of its
assessment of the Board's performance, to be discussed with the full
Board following the end of each fiscal year;
guidelines and recommend any proposed changes to the Board for
Board to evaluate potential successors to the Company's chief executive
to the Board for approval; and
review and evaluation of the Board.
7. The Committee shall have the sole authority to retain, amend the engagement
with, and terminate any search firm to be used to identify director candidates. The Committee
shall have sole authority to approve the search firm's fees and other retention terms and shall
have authority to cause the Company to pay the fees and expenses of the search firm.
8. The Committee shall have authority to obtain advice and assistance from internal
or external legal, accounting or other advisors, to approve the fees and expenses of such outside
advisors, and to cause the Company to pay the fees and expenses of such outside advisors.
II. Committee Procedures
1. Meetings. The Committee shall meet at the call of its chairperson or two or more
members of the Committee. Meetings may, at the discretion of the Committee, include other
members of the Board, members of the Company's management, independent consultants, and
such other persons as the Committee or its chairperson may determine. The Committee may
meet in person, by telephone conference call, or in any other manner in which the Board is
permitted to meet under law or the Company's Bylaws. The Committee shall meet as required
(but in no event less than two times per year) in order to fulfill its responsibilities and to
complete the activities required by this Charter.
2. Quorum and Approval. A majority of the members of the Committee shall
constitute a quorum. The Committee shall act on the affirmative vote of a majority of members
present at a meeting at which a quorum is present The Committee may also act by unanimous
written consent in lieu of a meeting.
3. Rules. The Committee may determine additional rules and procedures, including
designation of a chairperson pro tempore in the absence of the chairperson, and designation of a
secretary of the Committee or any meeting thereof.
4. Reports. The Committee shall make regular reports of its actions and any
recommendations to the Board, directly or through the chairperson.
5. Minutes. The Committee shall keep minutes of all meetings and of all actions
taken by the Committee, file such minutes with the Secretary of the Company and make a copy
of such minutes available to the Board.
6. Fees; Reimbursement of Expenses. Each member of the Committee shall be
paid the fees set by the Board for his or her services as a member or chairperson of the
Committee. Subject to the Company's corporate governance guidelines and other policies,
members of the Committee will be reimbursed by the Company for all reasonable expenses
incurred in connection with their duties as members of the Committee.