HALLIBURTON COMPANY
BOARD OF DIRECTORSNOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
I.

StatusThe Nominating and Corporate Governance Committee is a committee of theBoard of Directors. The Committee shall be responsible for matters related to service on
the Board and associated issues of corporate governance.
II.

Membership

The Committee shall consist of a minimum of three Directors. All members ofthe Committee shall be independent Directors, and shall satisfy the independence
requirements of the New York Stock Exchange and of the Company’s Corporate
Governance Guidelines. Members of the Committee shall be appointed, and may beremoved, by the Board.
III.

PurposeThe purpose of the Committee shall be:IV.



to develop, implement, and periodically review the Company’s Corporate
Governance Guidelines;

to develop and implement a process to assess Board and committee
effectiveness;

to identify individuals qualified to become Board members, consistent
with Board-approved criteria;

to recommend to the Board the composition of the Board and its
committees, including selection of the Director nominees for the next
annual meeting of stockholders; and

to make recommendations on Board compensation.

MeetingsThe Committee shall formally meet as often as may be deemed necessary or
appropriate, but no fewer than four times annually. The Committee may ask members ofmanagement or others to attend meetings or to provide relevant information. TheCommittee shall periodically meet in executive session. The Secretary of the Company
shall be the Secretary of the Committee unless the Committee designates otherwise.

1V.

Responsibilities and Duties

In furtherance of its purpose and goal, the Committee shall have the following
authority and responsibilities:
reviewing periodically the Corporate Governance Guidelines adopted by
the Board and recommending revisions to the guidelines as appropriate;developing, recommending to the Board, for its approval, and overseeing
an annual self-evaluation process of the Board and its committees;conducting annual performance reviews of each non-management
Director;reviewing and periodically updating the criteria for Board membershipand evaluating the qualifications of each Director candidate against thecriteria;

identifying and screening candidates for Board membership;establishing procedures for stockholders to recommend individuals forconsideration by the Committee as possible candidates for election to theBoard;reviewing, at least annually, the overall composition profile of the Board
to determine whether the non-management Directors represent anappropriate mix of skills, characteristics, experience, and expertise;reviewing annually each Director’s continuation on the Board andrecommending to the Board a slate of Director nominees for election at theAnnual Meeting of Stockholders;recommending candidates to fill vacancies on the Board;reviewing periodically the status of each Director to assure compliancewith the Board’s policy that at least three-fourths of Directors areindependent;reviewing the Board’s committee structure, and recommending to theBoard, for its approval, Directors to serve as members and as Chairs ofeach committee;

recommending to the Board, for its approval, a Lead Director, ifapplicable;

2

VI.

reviewing periodically the management succession planning process andrecommending changes to the Board;reviewing annually any stockholder proposals submitted for inclusion in
the Company’s proxy statement and recommending to the Board anyCompany statements in response;reviewing annually corporate governance trends and best practices andrecommending changes to the Board;periodically reviewing, conducting studies, and recommending changes to
the Company’s Director compensation practices to the Board;

identifying and approving continuing education programs, conferences,and similar presentations in accordance with the Company’s Corporate
Governance Guidelines, and communicating the same to the nonmanagement Directors;

reviewing and taking appropriate action required under Company Policies
3-90020 (relating to prohibition of discretionary payments), 3-90030(relating to stock ownership requirements), 3-90040 (relating torecoupment of incentive compensation), and 3-90050 (relating to thetermination of certain officers);reviewing and taking appropriate action with respect to the acceptance orrejection of resignations of Directors tendered pursuant to the Company’s
By-laws; and

reporting regularly on Committee activities and findings to the Board.

Subcommittees

The Committee has the authority to form, and to delegate authority to,
subcommittees, to the extent it deems appropriate, provided that such subcommittees arecomposed entirely of independent Directors.

VII.

Committee Evaluation and Performance

The Committee members will annually complete a self-evaluation of theCommittee’s effectiveness and provide a report of that assessment to the Board. On anannual basis, the Chair of the Committee will report to the Board whether the Committee
has performed all items required to be performed by the Committee’s charter and, to theextent that the Committee has not been able to perform any such item, the Chair will
inform the Board why the Committee did not do so.

3VIII.

Committee Charter

The Committee Charter shall be reviewed at least annually and revised asappropriate.
IX.

Resources and Authority of the Committee

The Committee has the authority to retain, set the terms of engagement for, andterminate outside counsel and any other advisors, as it deems appropriate, including any
independent search firms to assist in identifying Director candidates, and the Committee
has the sole authority to approve related fees and retention terms.

Approved as revised: Board of Directors of Halliburton
Company December 7, 2017
Supersedes previous version dated:February 8, 20174