agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such persons official capacity and as to action in another capacity while holding such office,
and, unless otherwise provided when authorized or ratified, continues as to a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of that person.
Schlumberger has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of
Schlumberger, or is or was serving at the request of Schlumberger in such a capacity for another corporation, partnership, joint venture, trust or other enterprise or entity against any liability asserted against that person and incurred by that
person in any of those capacities or arising out of such persons status as such, whether or not Schlumberger would have the power to indemnify such person against such liability.
References to Schlumberger include, in addition to the resulting corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or entity,
stands in the same position with respect to the resulting or surviving corporation as such person would have had with respect to such constituent corporation if its separate existence had continued.
References to other enterprises includes employee benefit plans; references to fines includes any excise taxes
assessed on a person with respect to any employee benefit plan; and references to serving at the request of Schlumberger includes any service as a director, officer, employee or agent of Schlumberger which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of Schlumberger.
A member of our board of directors, or a member of any committee designated by our board of directors, will, in the performance of such
members duties, be fully protected in relying in good faith upon the records of Schlumberger and upon such information, opinions, reports or statements presented to Schlumberger by any of Schlumbergers officers or employees, or
committees of our board of directors, or by any other person as to matters the member reasonably believes are within such other persons professional or expert competence and who has been selected with reasonable care by or on behalf of
Schlumberger.
In addition, Schlumberger maintains directors and officers liability insurance that insures against certain
liabilities that the officers and directors of Schlumberger may incur in such capacities.
Schlumberger Investment SA
The Articles of Association of Schlumberger Investment SA provide that directors may not be held personally liable by reason of their mandate
for any commitment they have validly made in the Companys name, provided those commitments comply with the Articles of Association and Luxembourg law. Under Luxembourg law, the Company may not indemnify its directors against any matter arising
from a directors fraud, dishonesty, gross negligence or willful misconduct or any criminal actions.
Directors are agents of the
company and owe a duty of care and loyalty to the company (as opposed to any individual shareholder), in whose interest they execute their mandate. The directors duty is to manage the Company to achieve the Companys purpose, as defined
in its articles of association. The directors of the Company are subject to various duties including the duty to act in good faith and the duty of information and investigation.
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