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 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.
The authority and responsibilities of the Compensation Committee are:
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