BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
CORPORATE GOVERNANCE GUIDELINES
Effective as of November 1, 2007
The Board of Directors (the “Board”) of Boots & Coots
International Well Control, Inc. (the “Company”) has adopted these Corporate
Governance Guidelines (the “Guidelines”) effective as of November 1, 2007. To
the extent these Guidelines conflict with any provision of the Company’s
Certificate of Incorporation (as the same may be amended, the “Certificate of
Incorporation”) or the Company’s Bylaws (as the same may be amended, the
“Bylaws”), the Certificate of Incorporation or the Bylaws, as applicable, shall
1. Director Qualification Standards
The Board of the Company will have a majority of directors who meet the criteria for independence required by the American Stock Exchange. The Nominating & Corporate Governance Committee is responsible for establishing criteria for selecting new directors and actively seeking individuals to become board members for recommendation to the Board. This assessment will include members’ qualification as independent, as well as consideration of background, ability, judgment, skills and experience in the context of the needs of the Board. Nominees for directorship will be selected by the Nominating & Corporate Governance Committee in accordance with the policies and principles in its charter. The invitation to join the Board should be extended by the Board itself, by the Chairman of the Nominating & Corporate Governance Committee and the Chairman of the Board.
The Board presently has eight members. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by a majority of the directors then in office, subject to an increase in the number of directors by reason of stockholder action, but in any event shall not be less than three. The Nominating & Corporate Governance Committee is responsible for reviewing, on an annual basis, the advisability or need for any change in the number and composition of the Board.
Each director may serve as a director of additional public companies, but only to the extent that the Nominating & Corporate Governance Committee determines that such additional service does not compromise such director’s ability to devote his or her time and attention to his or her duties to the Board and to the Company’s affairs so as to be an effective director.
2. Director Responsibilities
The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its stockholders to the extent required by Delaware law. In discharging that obligation, directors shall be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. The directors shall also be entitled to (i) have the Company purchase reasonable directors’ and officers’ liability insurance on their behalf, (ii) the benefits of indemnification to the fullest extent permitted by law, the Certificate of Incorporation, the Bylaws and any indemnification agreements, and (iii) exculpation as provided by state law and the Company’s Certificate of Incorporation.
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. While the Company understands that scheduling conflicts may arise, it expects each director to make reasonable efforts to attend the annual meeting of stockholders, Board meetings and meeting of the committees on which he or she serves. Information and data that are important to the Board’s understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting, and directors should review these materials in advance of the meeting. Attendance at Board and committee meetings shall be considered by the Nominating & Corporate Governance Committee in assessing each Board member’s performance.
The Chairman will establish the agenda for each Board meeting. At the beginning of the year the Chairman will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company’s long-term strategic plans and the principal issues that the Company will face in the future during at least one Board meeting each year.
The non-management directors (as defined in the applicable listing standards) will meet in executive session at least annually and more frequently as needed at the call of one or more of such non-management directors. The director who presides at these meetings will be the Chairman of the Board, as long as such person is a non-management director; otherwise, the presiding director will be chosen by a vote of the non-management directors. The name of the presiding director will be disclosed in the annual proxy statement. In addition to such meetings of the non-management directors, the independent directors (as defined in the applicable listing standards) will meet in executive session at least annually and more frequently as needed at the call of one or more of such independent directors.
3. Board Committees
The Board will have at all times an Audit Committee, a Compensation Committee and a Nominating & Corporate Governance Committee. All of the members of these committees will be “independent” directors under the rules of the American Stock Exchange applicable to domestic listed companies. Committee members will be appointed by the Board with consideration of the recommendations of the Nominating & Corporate Governance Committee, in accordance with all other such criteria as may be established by the American Stock Exchange, or as may be contained in the charters governing such committees, from time to time, with consideration given to the desires of individual directors.
Each committee will have its own charter. The charters will set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The charters will also provide that each committee will annually evaluate its performance.
The Chairman of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The Chairman of each committee, in consultation with the appropriate members of the committee and management, will develop the committee’s agenda. At the beginning of the year, each committee will establish a schedule of agenda subjects to be discussed during the year (to the degree these can be foreseen). The schedule for each committee will be furnished to all directors.
The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.
4. Director Access to Management and Independent Advisors
Subject to such limitations as the Chairman of the Board may set (which shall be subject to review by the entire Board), directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the CEO or the Secretary or directly by the director. The directors will use their judgment to ensure that any such contact is not inappropriately disruptive to the business operations of the Company and will, to the extent not inappropriate, copy the CEO on any written communications between a director and an officer or employee of the Company.
The Board welcomes attendance at each Board meeting, as appropriate, of senior officers of the Company.
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 any officer of the Company in advance. The Company shall provide sufficient funding for the payment of compensation to such advisors.
5. Director Compensation
The Compensation Committee will make a recommendation to the Board regarding the form and amount of director compensation in accordance with the policies and principles set forth in its charter, and the Compensation Committee will conduct an annual review of director compensation. Director compensation should be adequate to compensate directors for their time and effort expended in satisfying their obligations. The Compensation Committee will, however, consider that directors’ independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.
6. Director Orientation and Continuing Education
The Company will assist directors who are newly appointed to the Board in acquainting themselves with the Company’s business and policies. On a regular basis in connection with the meetings of the directors, the Company will provide appropriate information to directors regarding changes in the Company’s business and industry as well as the responsibilities of the directors in fulfilling their duties.
7. Management Succession
The Board will consider and approve at least annually a policy regarding succession in the event of an emergency or the retirement of the CEO.
8. Annual Performance Evaluation of the Board
The Board of Directors will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.
9. Communications with Directors
The Board welcomes communications from the Company’s stockholders and other interested parties. Stockholders and interested parties may send communications, directly and confidentially, to the Board, to any committee of the Board, to the non-management directors or to any director in particular, by sending an envelope marked “confidential” to such person or persons at the following address:
c/o Boots & Coots International Well Control, Inc.
7908 N. Sam Houston Parkway West, 5th Floor
Houston, Texas 77064
Any correspondence so addressed and sent to the attention of the Board, any committee of the Board, the non-management directors or any director in particular shall be forwarded to the addressee without review by management. The Board has authorized the Secretary of the Company to sort and forward all such communications received by the Company. This process will be disclosed in the annual proxy statement.