EXHIBIT 99.4
EXHIBIT C
NEWPARK RESOURCES, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
ORGANIZATION
This charter governs the operations of the Nominating and Corporate
Governance Committee (the "Committee") of the Board of Directors (the "Board")
of Newpark Resources, Inc. ("Newpark" or the "Company"). The Committee shall
consist of not less than three "Independent Directors" (as defined in the
Company's Corporate Governance Policy). The number of directors constituting the
Committee, and those serving on the Committee ("Members"), shall be determined
annually by the Board. Members shall serve during their respective terms as
directors, subject to earlier removal by the Board. Newpark's management,
independent auditors and corporate counsel and other consultants and advisors
may attend each meeting or portions thereof as requested by the Committee. The
Committee shall hold at least two meetings each year and may call special
meetings when necessary.
INDEPENDENCE
Each Member of the Committee must be an "Independent Director," as
defined in the Company's Corporate Governance Policy.
PRIMARY OBJECTIVES
The primary objectives of the Committee shall be (1) to assist and
advise the Board with respect to the size, composition and functions of the
Board, (2) to identify individuals qualified to become members of the Board and
to recommend that the Board select a group of qualified nominees for each annual
meeting of the Company's stockholders, and (3) to develop and recommend to the
Board a set of corporate governance principles applicable to the Company.
RESPONSIBILITIES AND AUTHORITY
The following functions shall be the principal responsibilities of the
Committee, provided, however, that the Board and the Committee may supplement
these functions as they deem appropriate and may establish policies and
procedures from time to time that they deem necessary or advisable in fulfilling
the responsibilities of the Committee.
1. The Committee shall periodically evaluate and make
recommendations to the Board with respect to the size and
composition of the Board, including the proportion of the
members of the Board who are Independent Directors.
2. The Committee shall diligently seek to identify prospective
directors who will strengthen the Board and shall select and
evaluate prospective directors (including incumbent directors)
in accordance with the criteria set forth in the Company's
Corporate Governance Policy and such other criteria as may be
set by the Board or the Committee.
3. The Committee shall submit to the Board the candidates for
director to be recommended by the Board for election at each
annual meeting of stockholders and to be added to the Board at
any other times. The candidates shall include a sufficient
number of persons who upon election would be Independent
Directors having the skills, experience and other
characteristics necessary to provide qualified persons to fill
all Board committee positions required to be filled by
independent directors having such qualifications.
4. The Committee shall schedule in advance and convene at least
two meetings during each calendar year for the non-employee
directors, without management present. The Committee may
require the presence at such meetings or portions thereof of
such management employees, if any, including senior management
and subordinate management, as the members of the Committee
shall determine. The non-employee directors may meet without
management present at such other times as they shall
determine. Such meetings (in addition to regularly scheduled
meetings) may be called by any two non-employee directors or
by the Chairman of the Nominating and Corporate Governance
Committee.
5. The Committee shall recommend to the Board the compensation
and benefits of the non-employee directors, based on criteria
set forth in the Company's Corporate Governance Policy and
such other considerations as the Committee deems appropriate.
In addition, the Committee, in its sole discretion, may award
additional compensation and benefits to its chairperson, in
view of the additional time and effort the chairperson is
required to expend in performing his or her additional duties
as chairperson.
6. The Committee shall assist the Company in developing and
maintaining an orientation program for new directors and a
continuing education program for all directors.
7. The Committee shall assess the performance of the Board as a
whole and at least annually report to and discuss with the
Board its assessment and recommendations, if any.
8. The Committee shall at least annually assess, report to and
discuss with the Board (a) the qualifications of the members
of each committee of the Board and (b) the Committee's
recommendations, if any, as to (i) committee member
appointments and renewals, (ii) committee structure and
operations (including authority to delegate to subcommittees)
and (iii) committee reporting to the Board.
9. The Committee shall (a) develop and recommend to the Board a
Corporate Governance Policy comprising a set of corporate
governance principles applicable to the Company; (b) review
and assess the adequacy of the Corporate Governance Policy at
least annually and recommend to the Board any changes deemed
appropriate; and (c) advise the Board on corporate governance
matters.
10. The Committee shall develop and recommend to the Board a Code
of Ethics for the Company.
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11. The Committee shall have the sole authority and right to
retain and terminate search firms, consultants, legal counsel
and other advisors of its choosing to assist the Committee in
connection with its functions. The Committee shall have the
sole authority to approve the fees and other retention terms
of these advisors at the expense of the Company and not at the
expense of the members of the Committee.
12. The Committee shall report regularly to the Board of
Directors.
13. The Committee shall at least annually review and assess its
performance and submit a report on its performance to the
Board.
14. The Committee shall review this charter at least annually and
recommend to the Board any changes it deems appropriate.
FUNDING
The Company shall issue payments as directed by the Committee, of
compensation to the outside search firms, legal, accounting and other advisors
retained by the Committee in its discretion pursuant to this charter.
MEETINGS AND QUORUM
Meetings may be conducted on reasonable notice to the Committee
members, at a mutually agreed location or by telephone conference call, as
deemed appropriate by the Committee Chairman. Attendance by three members shall
constitute a quorum for the transaction of business at any meeting. The
Committee shall maintain written minutes of its meetings; the Committee also may
act by unanimous written consent.
Adopted by the Board of Directors - June 11, 2003
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