The Board of Supervisory Directors (the "Board") of Core Laboratories N.V. (the "Company") will have a majority of Supervisory Directors who meet the criteria for independence required by the New York Stock Exchange (the "NYSE"), and to the extent consistent therewith, the Dutch Corporate Governance Code (the "Code "). The Nominating and Governance Committee is responsible for: identifying and attracting individuals qualified to become Supervisory Directors, recommending to the Board candidates for election or appointment to the Board and establishing and recommending to the Board criteria for selecting new Supervisory Directors. When identifying potential new Supervisory Directors, the Nominating and Governance Committee may consider, among other factors: an individual's reputation, integrity and independence; skills and business, government or other professional acumen, bearing in mind the composition of the Board and the current state of the Company and the industry generally at the time of determination and experience in the context of the needs of the Board; and the number of other public companies for which the person serves as director and the availability of the person's time and commitment to Core Laboratories.

The Board is divided into three classes. The number of Supervisory Directors that constitutes the Board of Supervisory Directors shall be fixed by the Board, but in no event shall be less than one Supervisory Director. Supervisory Directors shall serve on the Board for a term of three years and shall, upon the termination of a three year term, be eligible for nomination for an additional term of three years. There is no limitation on the number of terms for which a Supervisory Director may serve on the Board. However, under Dutch law, no Supervisory Director may be nominated to a new term if he or she would be age 72 or older at the time of the election. As an alternative to term limits, the Nominating and Governance Committee will oversee an annual assessment of the performance of each Supervisory Director. Additionally, the Nominating and Governance Committee is responsible for annually reviewing the advisability or need for any change in the number and composition of the Board.

2. Supervisory Director Responsibilities

The duty of each Supervisory Director is to exercise supervision over the management's conduct of affairs and over the general course of business in the Company and the business enterprise connected with it. In discharging their duties, each Supervisory Director shall have regard for the interests of the Company and the business enterprise connected with it.

Supervisory Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Attendance at Board and committee meetings shall be considered by the Nominating and Governance Committee in assessing each Supervisory Director's performance.

The Board has no policy with respect to the separation of the offices of Chairman and the Chief Executive Officer. The Board believes that this issue is part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination regarding this issue each time it elects a new Chief Executive Officer.

The independent Supervisory Directors will meet in executive session at each regularly scheduled Board meeting. The presiding Supervisory Director will be the Chair of the Audit Committee.

The Board believes that the management speaks for the Company. As such, it is not expected that individual Supervisory Directors will meet or otherwise communicate with shareholders, research analysts, vendors, the press or other external constituencies on behalf of the Company; unless such communication (i) is requested by the Chairman of the Board, the Chief Executive Officer or the full Board or (ii) is required to discharge his/her duties as set forth in committee charters.

The Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. All of the members of these committees are independent Supervisory Directors under the criteria established by the NYSE and applicable U.S. laws and, to the extent consistent therewith, the provisions of the Code. Committee members will be appointed by the Board in accordance with criteria as may be established by the NYSE and applicable U.S. laws from time to time, with consideration given to the desires of individual Supervisory Directors.

Each committee will have its own charter. The charters will set forth the authority and responsibilities of the committees as well as committee structure and operations. The charters will also provide that each committee will annually evaluate its performance.

The Board may, from time to time, establish or maintain additional committees as it sees fit.

4. Supervisory Director Access to Independent Advisors

The Board and each committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of Company management in advance.

The Compensation Committee will make a recommendation to the Board regarding the form and amount of nonemployee Supervisory Director compensation in accordance with the policies and principles set forth in its charter, and the Compensation Committee will conduct an annual review of nonemployee Supervisory Director compensation.

6. Chief Executive Officer Evaluation and Management Succession

The Compensation Committee will annually review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives and approve the compensation of the Chief Executive Officer based on this evaluation. The Nominating and Governance Committee will supervise the Company's policy regarding selection criteria and appointment procedures for the Chief Executive Officer.

7. Annual Performance Evaluation of the Board

The Nominating and Governance Committee will oversee an annual assessment of the performance of the Board.

All new Supervisory Directors must participate in an orientation program ("Orientation Program"), which should be conducted within two months of the annual meeting at which new Supervisory Directors are elected. This orientation will include presentations by senior management to familiarize new Supervisory Directors with the Company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Conduct, its principal officers, and its internal and independent auditors.

The Company is also committed to continuing Supervisory Director education and will periodically allocate Board meeting time to receive information and updates on corporate governance issues, and legal and regulatory changes.

Shareholders and interested parties may contact any Supervisory Director or to any committee of the Board by writing them at:

Mark F. Elvig, Vice President, Secretary and General Counsel
c/o Core Laboratories LP
6316 Windfern Road
Houston, Texas 77040

Any correspondence addressed to the Board, to any Board committee, to the presiding Supervisory Director of the executive sessions or to any one of the Supervisory Directors care of the Company's offices will be forwarded to the addressee. Comments or complaints relating to the company's accounting, internal accounting controls or auditing matters should be referred to members of the Audit Committee. The Board has authorized the Secretary to organize and sort all communications of the nature described under this Paragraph 9 received by the Company.

 

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This Charter governs the operations of the Audit Committee (the "Committee"), a standing committee of the Board of Supervisory Directors (the "Board") of Core Laboratories N.V. (the "Company ").

Organization & Composition

The Audit Committee shall review and reassess the adequacy of the Charter at least annually and recommend proposed changes to the Board for approval.

The Audit Committee shall be composed of at least three Directors who are independent of the management of the Company, are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a committee member, and who shall meet the independence and experience requirements of the New York Stock Exchange (the "NYSE"), Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"), the rules and regulations of the SEC and, to the extent consistent therewith, the provisions of the Dutch Corporate Governance Code (the "Code"), in each case as applicable to the Company. Each committee member must be financially literate and at least one member shall be an audit committee financial expert as defined by the SEC and, to the extent consistent therewith, the Code. If a member of the Committee serves on more than three audit committees of public companies (including the Company's Audit Committee), the Board shall determine that such person's membership on those other audit committees will not impair that person's ability to serve effectively on the Company's Audit Committee, and the Company shall disclose such determination in the Company's annual proxy statement. The Board shall designate one member of the Committee as its chairperson (the "Chair") who shall not be the chairperson of the Board.

The Audit Committee should hold at least four quarterly meetings each year and as many additional special meetings as may be necessary to carry out its responsibilities.

Statement of Policy

The Audit Committee was established to assist the Board in fulfilling its oversight responsibility to the shareholders, the investment community and others relating to the quality, integrity and reliability of the Company's financial statements and financial reporting process, its accounting systems and internal controls, the independence and qualifications of the independent auditors, the independent audit and periodic reviews of the Company's financial statements, the internal audit function and compliance with laws and regulations and with policies established by management and the Board. In so doing, the Audit Committee shall endeavor to facilitate open communication among the Directors, the independent auditors, the internal auditors and financial management of the Company.

Responsibilities

The primary responsibility of the Audit Committee is to oversee the Company's financial reporting process on behalf of the Board and report the results of its activities to the Board. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditors. Furthermore, it is not the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations. The Audit Committee may assist in helping to resolve such disagreements, if any. In carrying out its responsibilities, the Audit Committee will:

This Code of Business Conduct and Ethics (the "Code") covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees and Supervisory Directors of Core Laboratories N.V. and its direct and indirect subsidiaries and divisions (the "Company" ). All of our employees and Supervisory Directors must conduct themselves accordingly.

If a law conflicts with a policy in this Code, you must comply with the law and immediately report the conflict to the Law and Compliance Departments. If you have any questions about these conflicts, you should ask the Company's Law Department or Compliance Department how to handle the situation.

If you are in a situation which you believe may violate, or lead to a violation, of this Code, follow the guidelines described in Section 13 of this Code.

1. Compliance with Laws, Rules and Regulations

• Obey the law, both in letter and in spirit, this is the foundation on which the Company's ethical standards are built.
• Respect and obey the laws of the cities, states and countries in which we operate and know enough to determine when to seek advice from the Law Department or from supervisors, managers or other appropriate personnel.
• Attend training sessions the Company holds from time to time to promote compliance with laws, rules and regulations, including insider-trading laws.

2. Competition and Fair Dealing

• Earn our clients’ business through excellent service, products and fair dealing.
• Participate in business entertainment in an appropriate commercial setting only to create goodwill and sound working relationships. Gifts of extraordinary value are prohibited.
• Endeavor to respect the rights of and deal fairly with the Company's customers and suppliers.
• Not present, provide or accept any gift or provide, accept or offer entertainment to/from any employee (or any family member of an employee) of the Company, any vendor, or any agent unless it: (1) is a bona fide gift, other than a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations.
• Seek to outperform our competition fairly and honestly with the understanding that stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies, is prohibited.
• Discuss with my supervisor or the Law Department any gifts or proposed gifts which I am not certain are appropriate.

3. Respect for Others

• Treat all employees, clients and vendors with respect and fairness.
• Be firmly committed to providing equal opportunity in all aspects of employment and not tolerate any illegal discrimination or harassment of any kind including but limited to derogatory comments based on racial or ethnic characteristics.

4. Conflicts of Interest

• Avoid working simultaneously for a competitor, customer or supplier or as a consultant or board member to a competitor.
• Consult with higher levels of management or the Company's Law Department if I become aware of a conflict or potential conflict.
• Bring the potential conflict to the attention of the Law Department and, to the extent applicable, supervisor, manager or other appropriate executive personnel in accordance with the procedures described in Section 13 of this Code.

5. Insider Trading

• Comply with the policy governing senior managers’ trading in securities of the Company policy (as applicable).
• Not use or share material non-public information for stock trading purposes.
• Hold all material non-public information about the Company confidential and not use material non-public information for personal financial benefit or to “tip” others who might make an investment on the basis of this information.

6. Corporate Opportunities

• Advance the Company’s legitimate interests when the opportunity to do so arises.
• Not take for myself, personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Company.
• Not use corporate property, information, or position for improper personal gain, and not compete with the Company directly or indirectly.

7. Health and Safety

• Conduct my activities in compliance with all relevant environmental and worker health and safety laws and regulations.
• Promote an accident-free workplace and minimize risk to self, others, workplace and the environment.
• Accept responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
• Report to work in condition to perform my duties, free from the influence of illegal drugs, alcohol or other performance limiting substances.

8. Record-Keeping

• Not falsify any data, report or statement regarding any Company operation, field observation or test result or record or report data that do not result from performing approved procedures or test methods.
• Be honest with the Company in order for the Company to make responsible business decisions.
• Record only the true and actual number of hours worked.
• Seek reimbursement for only legitimate business expenses and refer to the respective policy or ask my supervisor or controller if I am unsure of whether an expense is legitimate.
• Maintain all of the Company's books, records, accounts and financial statements in reasonable detail to ensure they appropriately reflect the Company's transactions and conform both to applicable legal requirements and to the Company's system of internal controls, and refrain from unrecorded or "off the books" funds or assets unless permitted by applicable law or regulation.
• Maintain records consistent with the Company’s document retention policy. In accordance with those policies, in the event that litigation or a governmental investigation is pending or reasonably anticipated, then the documents relevant to that proceeding may not be destroyed and the Law Department will be consulted.

9. Confidentiality

• Maintain the confidentiality of confidential information entrusted to me by the Company or its customers, except when disclosure is authorized by the Law Department or required by laws or regulations.
• Preserve confidential information even after my employment ends.

10. Protection, Security and Proper Use of Company Assets

• Protect the Company's assets and ensure their efficient use.
• Protect access to the Company’s facilities from unauthorized personnel.
• Use Company equipment for legitimate Company business.
• Protect IT assets from theft and misappropriation.
• Report any apparent security lapses.
• Protect the Company's assets including proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports.

11. Compliance with Anti-Corruption and Anti-Bribery Laws and Policies

• Not violate any applicable Anti-Bribery laws, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act, which prohibits offering or giving anything of value, directly or indirectly, to foreign officials and/or private persons or entities in order to obtain or retain business.
• Annually review and certify compliance with the Company’s Anti-Bribery policy on CoreNet at https://clb.corelab.com/Departments/Law/Default.aspx.

12. Comply with Export Controls and Sanctions Laws and Policies

• Understand and follow applicable international trade control and customs laws and regulations, including those relating to export controls, licensing, shipping and import documentation and reporting and record retention requirements.
• Comply with the Company’s policy to refrain from conducting any type of business activity with prohibited countries, entities or individuals.
• Annually review and certify compliance with the Company’s Export Control policy on CoreNet at https://clb.corelab.com/Departments/Law/Default.aspx.

13. Reporting any Illegal or Unethical Behavior

• Promptly report to the Law Department, my supervisor or manager, or to the Compliance Officer or the Helpline any observed illegal or unethical behavior.
• Cooperate in internal investigations of alleged misconduct.

14. No Intimidation or Retaliation

• Not condone intimidation or retaliation arising from reports of misconduct by others made in good faith by employees.
• Not condone reprisals arising from disagreements with colleagues or supervisors.

15. Compliance Procedures

• Certify compliance with our Ethics Policies annually on CoreNet at https://clb.corelab.com/Employees/Ethics/Default.aspx
• Endeavor to ensure prompt and consistent action against violations of this Code. However, I may encounter a situation in which it is difficult to determine how to proceed, while also complying with this Code. Since not every situation that will arise can be anticipated, it is important to have a way to approach a new question or problem. When considering these situations, I will:

• Consider all relevant information.
• Focus on the specific question or issue.
• Identify who is involved.
• Discuss the problem with a supervisor.
• Seek help from Company resources.
• Report ethical violations in confidence and without fear of retaliation.
• Always ask first.

16. How To Raise An Integrity Concern

• By Phone (U.S. & Canada): 877-CORELAB (877-267-3522) or 1-713-328-2209
• By Fax (U.S. & Canada): 877-CORELAB (877-267-3522) or 1-713-328-2157
• You may leave a confidential voice mail message with the option of having the Compliance Officer return your call
• By E-mail: deanna.nwankwo@corelab.com or ethics@corelab.com
• By Regular Mail: Compliance Officer, Core Laboratories, 6316 Windfern, Houston, Texas 77040

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CODE OF ETHICAL CONDUCT FOR SENIOR FINANCIAL OFFICERS AND MANAGERS
ADOPTED BY THE BOARD OF SUPERVISORY DIRECTORS ON MAY 18, 2004

This Code of Ethical Conduct (the "Code") of Core Laboratories N.V. (the "Company") provides principles to which the chief executive officer, chief financial officer, chief accounting officer, controller and all other senior financial managers set forth on Schedule A hereto (the "Financial Responsibility Persons") are expected to adhere and advocate. In carrying out his or her responsibilities to the Company, each Financial Responsibility Person should, to the best of his or her knowledge and ability, adhere to, promote and advocate the following principles and responsibilities governing his or her professional and ethical conduct and:

1. Conduct his or herself with honesty and integrity and avoid actual or apparent conflicts of interest between his or her personal and professional relationships and disclose to the Chairman of the Audit Committee and the General Counsel of the Company any material transaction or relationship that reasonably could be expected to give rise to such a conflict.
2. Provide full, fair, accurate, timely and understandable disclosure in internal reports as well as documents filed with or submitted to the Securities and Exchange Commission or used in public communications by or on behalf of Core Laboratories N.V. and its subsidiaries and affiliates.
3. Comply with applicable rules and regulations of federal, state and local governments and other private and public regulatory agencies, including but not limited to the Securities and Exchange Commission and the New York Stock Exchange.
4. Act in good faith, responsibly, with due care, competence and diligence and without knowingly misrepresenting material facts or allowing his or her independent judgment to be subordinated.
5. Respect the confidentiality of information acquired in the course of his or her work except when authorized or otherwise legally obligated to make disclosure.
6. Promptly report to the Chairman of the Audit Committee and the General Counsel any breach of this Code of which he or she becomes aware.

Schedule A

Financial Responsibility Persons

Chief Financial Officer
Chief Accounting Officer
Corporate Financial Reporting Controller
Corporate Operations Controller
Regional Controller
Country Controller
Corporate Accounting Manager
Corporate Lead Analyst
Corporate Financial Accounting Manager
Oracle Accounting Manager
Financial Reporting Manager
Business Unit Financial Manager

Corporate Tax Director
Corporate Senior Tax Manager
Corporate Tax Manager


IT Director
Country IT Manager
Oracle Applications Manager
Computer Systems Director



Internal Audit Director
Corporate Senior Internal Auditor
Corporate Internal Auditor


Cash & Risk Manager
Credit Manager

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CORE LABORATORIES N.V.
COMPENSATION COMMITTEE CHARTER

This Charter governs the operations of the Compensation Committee (the "Committee"), a standing committee of the Board of Supervisory Directors (the "Board") of Core Laboratories N.V. (the "Company").

Purposes. The purposes of the Compensation Committee are:

• To review, evaluate, and approve the agreements, plans, policies and programs of the Company to compensate the Company's senior executive officers and non-employee Supervisory Directors.
• To produce a report on executive compensation each year and to approve publication of the report in the Company's proxy statement for its annual meeting.
• To otherwise discharge the Board's responsibilities relating to compensation of the Company's executive officers and directors.
• To perform such other functions as the Board may assign to the Committee from time to time.

Composition

• The Committee shall consist of at least two (2) members, appointed by the Board, all of whom are members of the Board and are "independent" for purposes of the rules of the New York Stock Exchange and, to the extent consistent therewith, the Dutch Corporate Governance Code, in each case as applicable to the Company. No more than one member of the Committee shall be a member of the management board of directors of another Dutch listed company.
• The Board shall designate one member of the Committee as its chairperson (the "Chair").
• The Board may remove or replace any member of the Committee at any time.

Authority and Responsibilities. Each year the Committee shall:

• Review and approve corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer (the "CEO"); evaluate the performance of the CEO in light of those goals and objectives; and approve the compensation of the CEO based on this evaluation.
• Review and make recommendations to the Board with respect to the compensation of all non-employee Supervisory Directors.
• Review and make recommendations to the Board with respect to the Company's incentive-compensation plans and equity-based plans.
• Review and approve all annual and other compensation arrangements and components for the CEO and the other senior executive officers, which may include the following:
  • the annual base salary level,
  • the annual incentive opportunity level,
  • the long-term incentive opportunity level, and
  • any special or supplemental benefits.

  In determining the long-term incentive component of compensation, the Committee should consider the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers and executive officers at comparable companies, and the awards given to the CEO and the senior executive officers in past years.

• Review and evaluate its own performance and submit itself to the review and evaluation of the entire Board.
• Review the need for changes in this Charter and recommend any proposed changes to the Board for approval.

When and as appropriate, the Committee shall:

• As requested by the Board (but not less than annually), make reports to the Board, directly or through the chairperson.

• Review and approve all employment agreements, severance arrangements and change-in-control agreements and provisions for the CEO and the other senior executive officers.
• Review and approve, pursuant to Rule 16b-3(d) ("Rule 16b-3(d)") promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), any transaction described in Rule 16b-3(d) in equity securities of the Company, or derivatives of those equity securities, between the Company and any person who is subject to the reporting and short-swing liability provisions of Section 16 of the Exchange Act (it being understood that the exercise of stock options are not described in Rule 16b-3(d) and are exempt from the provisions of Section 16(b)).

The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of non-employee Supervisory Director, CEO or senior executive officer compensation. The Committee shall have sole authority to approve the consultant's fees and other retention terms and shall have authority to cause the Company to pay the fees and expenses of such consultants. The Committee shall also 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.

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CORE LABORATORIES N.V.
NOMINATING & GOVERNANCE COMMITTEE CHARTER

This Charter governs the operations of the Nominating & Governance Committee (the "Committee"), a standing committee of the Board of Supervisory Directors (the "Board") of Core Laboratories N.V. (the "Company").

Purposes. The purposes of the Nominating & Governance Committee are:

• To assist the Board by identifying and attracting individuals qualified to become Supervisory Directors;
• To recommend to the Board candidates for election or appointment as Supervisory Directors;
• To establish and recommend to the Board criteria for selecting new Supervisory Directors;
• To recommend to the Board Supervisory Director nominees for each committee of the Board;
• To advise the Board about and recommend to the Board appropriate corporate governance practices; and
• To lead the Board in its annual review of the performance of the Board, its committees and management.
• To supervise the Company's policy regarding selection criteria and appointment procedures for the CEO and, together with the CEO, the other senior executive officers.

Procedures. Each year, the Committee shall:

• Review the advisability or need for any changes in the number and composition of the Board and its committees (including a review of any applicable "independence" standards);
• Review the advisability or need for any changes in the number, charters or titles of committees of the Board;
• Review and evaluate its own performance, and ensure that the chairperson of each committee report to the Board about the committee's annual evaluation of its performance and evaluation of its charter;
• Review the need for changes in this Charter and recommend any proposed changes to the Board for approval;
• Oversee an assessment of the performance of the Board and each of its members and management;
• Review and reassess the adequacy and effectiveness of the corporate governance guidelines of the Company and recommend any proposed changes to the Board for approval; and
• Report to the Board on succession planning for the Company's Chief Executive Officer.

Composition.

• Unless otherwise determined by the Board, the Committee shall consist of at least two (2) members, all of whom are members of the Board.
• Each member of the Committee shall satisfy the independence requirements of the rules of the New York Stock Exchange and, to the extent consistent therewith, the provisions of the Dutch Corporate Governance Code, in each case as applicable to the Company.
• The Board shall appoint the members of the Committee and shall designate its chairperson.
• The Board may remove or replace any member of the Committee at any time.
• The Committee shall have the sole authority to retain and terminate any search firm to be used to identify Supervisory Director candidates, including the sole authority to approve the search firm's fees and other retention terms.