Compensation Committee

Committee Membership

The Compensation Committee of the Board of Directors of Schlumberger Limited shall consist of at least three Directors. The members of the Committee and its Chair shall be appointed by the Board upon the recommendation of the Nominating and Governance Committee, and may be removed by the Board at its discretion. All members of the Committee shall, in the Board’s judgment, meet the applicable independence requirements of the New York Stock Exchange (“NYSE”), and all other applicable laws and regulations.

The Committee's Purpose

The purposes of the Committee are to assist the Board in discharging its responsibilities with regard to executive compensation, periodically review Non-Executive Director compensation, oversee the general compensation philosophy of Schlumberger, serve as the administrative Committee under Schlumberger’s stock plans, and review and discuss with management the Company’s report to stockholders on executive compensation.

Committee Authority and Responsibilities

The authority and responsibilities of the Compensation Committee are:

1. To annually review and approve the objectives, evaluate the performance, and review and recommend the compensation of Schlumberger’s Chief Executive Officer to the Board’s independent directors, meeting in executive session. The Committee may base its recommendations regarding CEO compensation on a number of factors as it deems appropriate, including but not limited to:
   
   CEO performance in light of those objectives, Schlumberger financial and business performance, and relative shareholder return, the CEO’s compensation in prior years, and the Company’s objective to be competitive with comparable companies.
2. To review and approve the evaluation process and compensation structure for the Company’s executive officers and to approve their compensation, including base salary, annual cash incentive and long-term incentives.
3. To select appropriate peer groups against which the Company’s executive compensation is compared.
4. To review incentive compensation and equity-based plans, and to advise management and the Board on the design and structure of Schlumberger’s compensation and benefits programs and policies, and to approve changes thereto, or to recommend changes to the Board, as the Committee determines appropriate.
5. To administer and make awards under Schlumberger’s stock plans, and to review and approve annual stock allocation under those plans.
6. To monitor trends and best practices in Director compensation and stock ownership policies and recommend changes to the Board as it deems appropriate in accordance with the Company’s Corporate Governance Guidelines.
7. To monitor and review the Company’s overall compensation and benefits program design to assess such programs’ continued competitiveness and consistency with established Company compensation philosophy, corporate strategy and objectives, linkage of pay to performance, and alignment with shareholder interests, including any material risks of such programs.
8. To review and make recommendations to the Board regarding people-related strategies and initiatives, such as recruitment, retention and diversity management.
9. To establish and administer stock ownership policies for executive officers and other key position holders.
10. To review and discuss with the Company’s management the Compensation Discussion and Analysis (“CD&A”) required to be included in the Company’s annual proxy statement to shareholders, and based on such review and discussion, to determine whether or not to recommend to the Board that the CD&A be included.
11. To produce a Compensation Committee Report to be included in the Company’s proxy statement.
12. To be directly responsible for the appointment, compensation and oversight of the work of any consultants and other advisors retained by the Compensation Committee.

Committee Meetings, Support, Outside Advisors, Delegation and Evaluation

The Compensation Committee shall meet at least four times a year, or more often as circumstances require, keep minutes of its proceeding and report regularly to the Board. At each meeting, the Compensation Committee shall hold an executive session without management present.

The Compensation Committee may invite to its meetings any director, officer of the Company or such other person as it deems appropriate to assist it in performing its responsibilities. Non Compensation Committee directors may attend Committee meetings and address to the extent permitted by applicable law and regulation.

The Compensation Committee has the authority, in its sole discretion, to retain and terminate (or obtain the advice of) compensation consultants, outside counsel and other advisors as it determines appropriate to assist it in its responsibilities, and shall receive appropriate funding, as determined by the Compensation Committee, from the Company for payment of reasonable compensation to any such advisors. The Compensation Committee shall assess (a) the independence of any consultants and other advisors (whether retained by the Compensation Committee or by management) that provide advice to the Compensation Committee in accordance with NYSE listing standards, and (b) whether the work of any such compensation consultant has raised any conflict of interest.

The Compensation Committee may delegate specific responsibilities to one or more individual Committee members to the extent permitted by law, regulation, NYSE Listing Standards and the Articles of Incorporation of the Company.

The Compensation Committee shall conduct and present to the Board an annual performance evaluation of the Committee. The Committee shall review annually the adequacy of this charter and recommend any changes that it deems appropriate to the Board for approval.

Revised April 17, 2013