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CORPORATE GOVERNANCE - Nominating & Governance Committee Charter

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.

 

 

 


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