2003 Committee Charter : WHQ

W-H ENERGY SERVICES, INC.
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.
I. Purposes
The purposes of the Committee are to:
  • advise the Board about appropriate composition of the Board and its committees;
  • evaluate potential or suggested director nominees and identify individuals
    qualified to become Board members;
  • recommend to the Board the director nominees for election at the annual meetings
    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);
  • recommend to the Board the directors to serve as members of each committee of
    the Board;
  • advise the Board about, develop, and recommend to the Board appropriate
    corporate governance practices and policies and assist the Board in implementing
    those practices and policies;
  • oversee the evaluation of the Board through an annual review of the performance
    of the Board and its committees;
  • oversee the evaluation of the management of the Company;
  • provide reports to the Board regarding succession planning and evaluate potential
    successors to the Company's chief executive officer; and
  • perform such other functions as the Board may assign to the Committee from time
    to time.
    II. Composition
    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
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    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
    guidelines.
    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
    Governance Guidelines.
    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:
  • ensure that all members of the Compensation Committee shall be "Non-Employee
    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;
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  • ensure that each member of the Audit Committee shall meet the requirements of
    Rule 10A-3(b)(1) under the Exchange Act (subject to the exemptions provided in
    Rule 10A-3(c)); and
  • endeavor to have at least one member of the Audit Committee who is an "audit
    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:
  • review the advisability or need for any changes in the number and
    composition of the Board;
  • review director independence;
  • investigate any potential conflict of interest by a director or member of
    senior management as assigned to it by the Board;
  • review the advisability or need for any changes in the number, charters or
    titles of committees of the Board;
  • recommend to the Board the composition of each committee of the Board
    and the individual director to serve as chairperson of each committee;
  • request that the chairperson of each committee report to the Board about
    the committee's annual evaluation of its performance and evaluation of its
    charter;
  • receive comments from all directors and report to the Board with an
    assessment of the Board's performance, to be discussed with the full
    Board following the end of each fiscal year;
  • review and reassess the adequacy of the Company's corporate governance
    guidelines and recommend any proposed changes to the Board for
    approval;
  • make a report to the Board on succession planning and work with the
    Board to evaluate potential successors to the Company's chief executive
    officer;
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  • recommend director education and training programs for directors, as
    appropriate;
  • review the adequacy of this Charter and recommend any proposed changes
    to the Board for approval; and
  • review and evaluate its own performance and shall submit itself to the
    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
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    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.