Halliburton Australia Pty Ltd
Gas in Darwin

We take our safety and the safety of others seriously. The Board's primary responsibility is to yield effective governance over the Company's business for the profit of its stockholders. Performance of the business (including measurements of total stockholder return, health, safety and environmental performance, and achievement of financial objectives and goals). While the Lead Director communicates the evaluation to the Chief Executive Officer, the Compensation Committee will meet in a session to review the performance evaluation of the Chief Executive Officer and the market study conducted by an independent, outer compensation consultant. Annually review and evaluate the succession plans and management development programs for all members of executive management, including the Chief Executive Officer. Precede Director: If the offices of Chairman of the Board and Chief Executive Officer are held by the equivalent person, the independent members of the Board will, behind considering the recommendation of the Nominating and Corporate Governance Committee, annually elect an autonomous Director to serve in a lead capacity. The Lead Director is also responsible for providing input into and approving agendas for Board meetings, and performing various other duties as may be appropriate, including advising the Chairman of the Board. Is or has been within the previous three years piece of an interlocking directorate in which the Chief Executive Officer or another Executive Officer of the Company serves on the compensation committee of another entity that employs the Director, or an immediate family member of the Director, as an Executive Officer. Process for the Selection of Fresh Directors: The Board is responsible for filling Board vacancies that may occur between annual meetings of stockholders and for proposing fresh nominees for election by stockholders. The Committee will determine, behind discussion with the Chairman of the Board and other Board members, whether a candidate should remain to be considered. While the Nominating and Corporate Governance Committee determines the evaluation process, each evaluation will include a review of the non management Director's: Attendance and participation. The Nominating and Corporate Governance Committee will review each evaluation and, if appropriate, discuss the evaluation with the applicable non management Director. Annual Review of Board Composition Board Assessment: The Nominating and Corporate Governance Committee will conduct an annual review of the overall composition of the Board to determine whether the current non management Directors collectively represent an appropriate mix of experience and expertise, including meaningful experience with an energy focused company, with a manufacturing, engineering or technology company, or in matters relating to health, safety and the environment. In evaluating prospective nominees for the Board and the continued service of current Directors, the Nominating and Corporate Governance Committee will consider whether service on other boards of directors impairs a Director's skill to serve effectively as a Company Director. Diversity: The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members given the present needs of the Board and shall periodically review and update the criteria as deemed appropriate. If any non management Director is not independent, the self-reliant Directors will face at minimum annually in an executive session presided over by the Precede Director. Frequency of Board Meetings: The Board has five regularly scheduled meetings per year. It is the responsibility of the Directors to attend the meetings. The Company's executive management routinely attends Board and Committee meetings and they and other managers frequently short the Board and the Committees on special topics. It is each Director's responsibility to review the meeting materials and other information provided by management. Except as authorized by the Board or needed by law, each Director shall not show any confidential information to any person or entity (including members of the media, stockholders or any other third party) other than other Directors, executive management of the Company, the autonomous accountants, and legal counsel and financial and other advisers retained by the Company. No Director shall use confidential information for his or her personal benefit or to benefit persons or entities other than the Company and its stockholders. NonManagement Director Orientation and Continuing Education: An orientation program has been developed for new non management Directors which includes: comprehensive information about the Company's business general information about the Board and its Committees, including a summary of Director compensation and benefits and a review of Director duties and responsibilities. Halliburton is committed to providin