BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES
Management and the Board of Directors (“Board”) of Nabors Industries Ltd. (the “Company”) are committed to conducting business consistent with good corporate governance practice. In 2002 our Board established a Governance and Nominating Committee, now named the Environmental, Social, and Governance Committee, (the “Committee” or “ESG Committee”). All Committee members are required to be independent directors, as provided in these guidelines and the requirements of the New York Stock Exchange or other exchange on which the Company’s securities may be listed from time to time (the “Exchange”).
The Committee directed the preparation of these Corporate Governance Guidelines (the “Guidelines”), and the Board adopted them initially on July 17, 2002. The Committee and the Board will continue to assess the appropriateness and effectiveness of these Guidelines, and changes to these Guidelines will be considered and made from time to time, as deemed appropriate by the Committee. The Guidelines, as updated from time to time, will be published in order to inform shareholders of the Board’s current thinking with respect to selected corporate governance issues. Compliance with the Guidelines is required of all directors and shall be reviewed at least annually in connection with the preparation of Nabors’ proxy statement. Each director will be asked to confirm his or her compliance with the Guidelines.
Board Mission & Objectives
Mission Statement
Nabors’ primary objective is to maximize long-term shareholder value while adhering to the laws of the jurisdictions in which it operates and at all times observing the highest ethical standards.
Corporate Authority & Responsibility
Unless reserved to the shareholders under applicable law, all corporate authority resides in the Board as the representative of the shareholders. Certain authority is delegated to management by the Board in order to implement the Company’s mission. Such delegated authority includes the authorization of spending limits and the authority to hire employees and terminate their services. The Board retains responsibility to recommend candidates to the shareholders for election to the Board of Directors. The Board retains responsibility for selection and evaluation of the Chief Executive Officer (“CEO”), oversight of the succession plan, determination of senior management compensation, approval of the annual budget and assurance of adequate systems, procedures and controls. Additionally, the Board provides advice and counsel to senior management.
Directors
Board Membership Criteria
The Committee is responsible for reviewing with the Board, on a periodic basis, the appropriate skills and characteristics desirable for new Board members in the context of the current composition of the Board. This assessment places primary emphasis on the following criteria:
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Reputation, integrity and judgment;
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Independence (for non-management directors);
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Business or other relevant experience;
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Diversity of viewpoints, backgrounds and experience, including a consideration of gender, race and age;
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The extent to which the interplay of the nominee’s expertise, skills, knowledge and experience with that of the other members of the Board of Directors will result in an effective board that is responsive to the needs of the Company; and
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For current directors, history of attendance at Board and committee meetings, as well as preparation for, participation in and contributions to the effectiveness of those meetings.
Resignation
Any director nominee who does not receive the affirmative vote of the majority of the shares voted in connection with his or her uncontested election shall promptly tender his or her conditional resignation from the Board. No such resignation shall take effect unless and until accepted by the Board. The Committee (excluding the director in question) will review the matter and make a recommendation to the Board whether or not to accept the resignation. The resignation will be accepted unless the Board determines that to accept the resignation would not be in the best interests of the Company, in which case the Board will announce its reasons for such determination.
Change in Professional Responsibility
When an individual’s professional responsibilities change, the Board shall consider whether the change directly or indirectly impacts that person’s ability to fulfill his or her directorship obligations. To facilitate the Board’s consideration, each director shall advise the Committee as a matter of course upon retirement, a change in employer, or other significant change in his or her professional roles and responsibilities, particularly where such change may impact the independence of an outside director. This duty to advise shall, for the avoidance of doubt, include a duty to advise the Board prior to accepting a seat on another board. The Committee should consult with the affected director, assess the director’s ability to continue to fulfill the responsibilities of Board membership, and make an appropriate recommendation to the Board.
Former Chairman/Chief Executive Officer’s Board Membership
The Board believes continued Board membership by a former Chairman or CEO is a matter to be decided in each individual instance. It is expected that when the Chairman or CEO is no longer employed by the Company in that capacity, he or she should tender his or her resignation from the Board at the same time. Whether the individual continues to serve on the Board is a matter for
consideration at that time with the new Chairman or CEO and the Board. A former CEO or executive Chairman serving on the Board will not be considered an independent director for purposes of voting on matters of corporate governance until he or she satisfies the independence criteria established by the SEC and the Exchange.
Identification and Recruitment of Board Members
One of the tasks of the Committee is to identify and recruit candidates to serve on the Board. Candidates shall be presented to the Board for consideration, together with the Committee’s recommendations. The invitation to join the Board should be extended by the Board itself via the Chairman and CEO of the Company, together with an independent director, when appropriate.
Independent Directors
At least a majority of the Board of Directors shall be independent under applicable rules of the Securities and Exchange Commission (the “SEC”) and the Exchange in effect from time to time. The Board has established the following guidelines to assist in determining director independence. A director generally will not be considered independent if he or she:
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has been employed by the Company, or has an immediate family member who has been employed by the Company in an executive capacity, within the last three years;
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has been employed by the Company’s independent auditor within the last three years;
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is affiliated with a company that is an advisor or consultant to the Company or to a member of the Company’s senior management;
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is affiliated with a significant customer or supplier of the Company (that is, a customer that accounts for more than 5% of the Company’s revenues or a supplier that receives more than 5% of its revenues from the Company);
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has personal services contract(s) with the Company or a member of the Company’s senior management;
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is affiliated with a not-for-profit entity that receives significant contributions from the Company;
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within the last three years, has had any business relationship with the Company (other than service as a director) for which the Company has been required to make disclosure under Item 404(a) of Regulation S-K of the SEC as currently in effect (unless determined otherwise by the Committee after consideration of all the facts and circumstances);
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is employed by a public company at which an executive officer of the Company serves as a director;
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is a current employee, or has an immediate family member who is a current executive officer, of a company that has made payments to or received payments from the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues, determined in accordance with applicable Exchange guidance;
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has had any of the relationships described above with any affiliate of the Company, or
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has been a member of the immediate family of any person who has had any of the relationships described above during the last three years.
The Committee shall annually review and make a determination of the independence of each director. The Committee shall also review and determine a director’s independence upon a change in the director’s professional responsibilities, a related-party transaction involving the director or any other changed circumstance warranting review by the Committee.
Related-Party Transactions
The Committee shall review and approve, in advance, any related-party transaction involving an officer or director of the Company. Any interested director shall abstain from the discussion and vote regarding the transaction, except to respond to questions from Committee members. In making its determination, the Committee shall consider the fairness of the transaction and the impact of the transaction on the director’s independence.
Outside Directorships
The CEO and senior management of Nabors should limit directorships (excluding non-profit) to no more than two public directorships. Directors that are not members of senior management should limit directorships (excluding non-profit) to no more than four public directorships. All directors should advise the Chairman of the Board and Chairman of the Committee in advance of accepting an invitation to serve on another board.
The ESG Committee shall ensure that all members of the Board have sufficient time to devote to Company matters, including by monitoring director capacity and reviewing the acceptability of outside directorships. The ESG Committee shall, at least annually, review the capacity of all members of the Board to confirm whether directors have capacity sufficient to meet the obligations of a Director of the Company. In connection with this review, the ESG Committee may consider factors including, but not limited to:
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a director’s meeting attendance record;
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whether a director is currently employed or retired from full-time employment;
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the number of other boards of which a director is member and the time demands of such boards;
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the role of a director on other boards;
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any industry or other commonalities between outside boards that aid in the director’s efficiencies serving on such boards;
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a director’s individual contributions at Board meeting and Board committee meetings;
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a director’s general engagement, effectiveness, and preparedness; and
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any other director commitments.
Attendance at Meetings
Directors are expected to attend all Board and committee meetings in person. Directors shall be prepared by reviewing in advance all materials and be present at the meeting in person until its adjournment.
Compensation of Directors
In order to align the interests of directors and shareholders, directors will be compensated in the form of cash and company equity, with equity constituting a substantial portion of the total. Furthermore, a director compensation policy limits each non-employee director’s individual compensation to a maximum of $750,000 per calendar year (the “Non-Employee Director Compensation Limitation”). Under the Non-Employee Director Compensation Limitation, the Board has the authority to make decisions with respect to director compensation within the
$750,000 limit. In other words, such compensation may consist of cash, equity grants or other amounts, but cannot in any event exceed $750,000 per non-employee director per calendar year. In the event the Board wishes to approve or provide compensation that exceeds the limitation, the Board is required to seek shareholder approval.
Direct Investment in the Company Stock by Directors
To better align the directors’ interests with that of the Company’s shareholders, the Board believes that each director should own Nabors common shares having a share value of at least five times the annual cash retainer paid to directors (exclusive of any portion of the retainer received as a member or chair of any Board committee). Share value for purposes of the guidelines is determined as of the date of grant for vested or unvested restricted share awards (including Restricted Stock Units) or, in the case of open market purchases, the date of acquisition. Each director has three years from the date of his or her first election to the Board by the shareholders to meet the ownership requirements of the guidelines and, once met, is deemed to be in compliance so long as his or her ownership does not fall below the amount established at the time he or she was first elected to the Board.
Service Limitations of Directors
The Board does not believe it should establish term limits. Although term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.
As an alternative to term limits, the Committee, in conjunction with the CEO, will formally review each director’s continuation on the Board every year. This will also allow each director the opportunity to confirm his or her desire to continue as a member of the Board.
In addition, the Board has an age limit of 75 for directors to be eligible for nomination, such that no director may run for reelection after attaining age 75 at the time of the next scheduled annual
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