Corporate Governance:
Charters: Governance
Statement of Purpose
The Nominating and Governance Committee (the “Committee”)
shall provide assistance to the Board of Directors of Whiting Petroleum
Corporation (the “Company”) in fulfilling its responsibilities
by:
1. Identifying individuals qualified to become directors and recommending
to the Board of Directors nominees for all directorships to be
filled by the Board of Directors or by the stockholders of the
Company;
2. Identifying directors qualified to serve on the committees
established by the Board of Directors and recommending to the Board
of Directors members for each committee to be filled by the Board
of Directors;
3. Developing and recommending to the Board of Directors a set
of corporate governance guidelines applicable to the Company, including
matters of (i) board organization, membership and function, (ii)
committee structure and membership and (iii) succession planning
for the Chief Executive Officer of the Company; and
4. Otherwise taking a leadership role in shaping
the corporate governance of the Company.
Committee Membership and
Qualifications
The Committee shall consist of at least three
members of the Board of Directors, each of whom is determined
by the Board of Directors to be “independent” in accordance with the rules of
the New York Stock Exchange, Inc. (the “NYSE”).
Appointment and Removal of Committee Members
The members of the Committee shall be appointed
by the Board of Directors annually or as necessary to fill vacancies
upon recommendation of the Committee. Each member shall serve
until his or her successor is duly elected and qualified or until
such member’s earlier
resignation or removal. Any member of the Committee may be removed,
with or without cause, by a majority vote of the Board of Directors.
Chairperson
The Chairperson of the Committee shall be appointed
by the Board of Directors upon recommendation of the Committee
in consultation with the Chairman of the Board of Directors. The
Chairperson will chair all regular sessions of the Committee and,
in consultation with the Chairman of the Board of Directors, set
the agenda for Committee meetings.
Meetings
The Committee shall meet at least two times annually, or more
frequently as circumstances dictate. Any member of the Committee
may call meetings of the Committee.
The Committee shall meet regularly in executive session,
without Company management present. The Committee may invite to
its meetings any officer, employee or director of the Company and
such other persons as it deems appropriate in order to carry out
its responsibilities.
Responsibilities and Duties
In furtherance of its purpose, the Committee shall have the following
responsibilities and duties:
Recommendations Relating to the Selection of Director Nominees
to Serve on the Board of Directors
1. The Committee shall establish criteria for selection of potential
directors, taking into account all factors it considers appropriate,
which may include strength of character, mature judgment, career
specialization, relevant technical skills or financial acumen,
diversity of viewpoint and industry knowledge.
2. The Committee shall identify individuals
believed to be qualified as candidates to serve on the Board
of Directors and recommend to the Board of Directors nominees
for all directorships to be filled by the Board of Directors
or by the stockholders at an annual or special meeting. In identifying
candidates for membership on the Board of Directors, the Committee
shall take into account the criteria for selection established
by the Committee and the extent to which the candidate would
fill a present need on the Board of Directors. In addition to
other criteria that the Committee may develop from time to time
pursuant to the Company’s Corporate
Governance Guidelines and this Charter, the Board of Directors
and the Committee have established certain criteria for director
candidates that are set forth in Appendix A to the Company’s
Corporate Governance Guidelines. The Committee will consider persons
recommended by stockholders to become nominees for election as
directors in accordance with the criteria and procedures set forth
in the Company’s By-Laws, the Company’s Corporate Governance
Guidelines and this Charter. In fulfilling its responsibilities
as outlined above, the Committee shall consult from time to time,
as appropriate, with the Chairman of the Board of Directors.
3. The Committee shall review the qualifications and independence
of existing Board members on an annual basis and make recommendations
to the full Board of Directors whether they should stand for re-election.
The Committee shall recommend to the Board of Directors the removal
of a director where appropriate.
4. The Committee shall consider and make recommendations to the
Board of Directors on matters relating to the retirement of Board
members, including term limits or mandatory retirement age.
5. The Committee shall conduct all necessary and appropriate inquiries
into the backgrounds and qualifications of possible candidates.
In that capacity, the Committee shall have sole authority to retain
and to terminate any search firm to be used to assist it in identifying
candidates to serve as directors of the Company, including sole
authority to approve the fees payable to such search firm and any
other terms of retention.
6. The Committee shall recommend to the Board
of Directors standards for determining director independence
consistent with the requirements of the Securities and Exchange
Commission (the “SEC”),
the NYSE and other applicable guidelines on best practices. The
Committee shall also periodically review the director independence
standards established by the Board of Directors and recommend such
changes in those standards as the Committee determines to be appropriate.
7. The Committee shall consider questions of independence and
possible conflicts of interest of members of the Board of Directors
and executive officers.
8. The Committee shall review and make recommendations, as the
Committee deems appropriate, regarding the composition and size
of the Board of Directors in order to ensure the Board has the
requisite expertise and its membership consists of persons with
sufficiently diverse and independent backgrounds. In fulfilling
this responsibility, the Committee shall, as appropriate, consult
with the Chairman of the Board of Directors.
9. The Committee shall periodically review the orientation process
for all new directors.
10. At least annually, and as circumstances otherwise
dictate, the Committee shall oversee evaluations of the Board of
Directors and management, together with the Compensation Committee
of the Board of Directors in the case of executive officers.
Committee
Selection and Composition
11. The Committee shall recommend members of the Board of Directors
to serve on the committees of the Board of Directors, giving consideration
to the criteria for service on each committee as set forth in the
charter for such committee, as well as to any other factors the
Committee deems relevant, and, where appropriate, make recommendations
regarding the removal of any member of any committee. In fulfilling
this responsibility, the Committee shall, as appropriate, consult
with the Chairman of the Board of Directors.
12. The Committee shall recommend members of the Board of Directors
to serve as the Chairperson of the committees of the Board of Directors.
In fulfilling this responsibility, the Committee shall, as appropriate,
consult with the Chairman of the Board of Directors.
13. The Committee shall establish, monitor and recommend the purpose,
structure and operations of the various committees of the Board
of Directors, the qualifications and criteria for membership on
each Board committee and, as circumstances dictate, make any recommendations
regarding periodic rotation of directors among the committees and
impose any term limitations of service on any Board committee.
14. The Committee shall periodically review the charter
and composition of each Board committee and make recommendations
to the Board of Directors for the creation of additional committees
or the elimination of Board committees.
Corporate Governance
15. The Committee shall consider the adequacy of the certificate
of incorporation and by-laws of the Company and recommend to the
Board of Directors, as conditions dictate, that it propose amendments
to the certificate of incorporation and by-laws for consideration
by the Board and/or the stockholders, as appropriate.
16. The Committee shall develop and recommend to the Board of
Directors a set of corporate governance guidelines appropriate
for the Company and consistent with the rules and regulations of
the NYSE, the SEC and best practices and shall keep abreast of
developments with regard to corporate governance to enable the
Committee to make recommendations to the Board of Directors in
light of such developments as may be appropriate.
17. The Committee shall periodically review
the Company’s
corporate governance guidelines and make recommendations for changes
as in its judgment are appropriate.
Continuity/Succession Planning
Process
18. The Committee shall oversee and approve the Chief
Executive Officer continuity planning process in consultation with
the Chairman of the Board of Directors. In this regard, the Committee
shall review and evaluate the succession plan relating to the Chief
Executive Officer and make recommendations to the Board of Directors
with respect thereto.
Review and Reporting
19. The Committee shall develop and recommend to the Board of
Directors for its approval an annual self-assessment process of
the Board of Directors and an annual evaluation of Board committees.
The Committee shall oversee, and communicate to the Board of Directors
the results of, such annual self-assessments and evaluations.
20. The Committee shall report regularly to
the Board of Directors (i) following meetings of the Committee,
(ii) with respect to such other matters as are relevant to the
Committee’s discharge
of its responsibilities and (iii) with respect to such recommendations
as the Committee may deem appropriate. The report to the Board
of Directors may take the form of an oral report by the Committee’s
Chairperson or any other member of the Committee designated by
the Committee to make such report.
21. The Committee shall maintain minutes or other
records of meetings and activities of the Committee.
Studies and
Investigations
The Committee shall have the power and authority
to conduct or authorize studies and investigations into any matter
of interest or concern within the scope of its responsibilities
that the Committee deems appropriate, and shall have the authority
to retain search firms to identify candidates to serve as directors
and independent counsel, consultants or other experts to assist
in the conduct of any such study or investigation, including the
authority to approve fees payable to such experts and any other
terms of retention.
Annual Performance Evaluation
The Board of Directors shall perform a review and evaluation,
at least annually, of the performance of the Committee, including
reviewing the compliance of the Committee with this Charter. In
addition, the Committee shall review and reassess, at least annually,
the adequacy of this Charter and recommend to the Board of Directors
any improvements to this Charter that the Committee considers necessary
or appropriate.
|
