Governance Committee

Governance Committee

Amended as of



(Adopted Effective as of December 3, 2009)


     The International Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of MRC Global Inc. (the “Company”) to assist the Board and the Company’s management with the oversight of the Company’s business strategies and initiatives outside of the United States.


     The Committee’s specific responsibilities and duties shall be as delegated to it by the Board, from time to time, and shall include the following:

  (1)       Participate, together with management, in the formulation of the Company’s international growth, development and organizational strategies;
      (2)   At least annually, review the Company’s goals with respect to international growth and the progress toward such goals, and discuss whether such goals conform with the Company’s overall business plan;
  (3)   Discuss with management how the Company’s overall business plan and management decisions can be successfully implemented on an international scale;
  (4)   Review potential international accretive transactions and other international business development opportunities;
  (5)   Monitor the Company’s international operations, including review of results of operations and financial condition, budgets (including proposed capital expenditures), integration goals and progress towards such goals, and personnel matters; and
  (6)   Advise management with respect to, and monitor compliance with, local customs, laws and regulations.


     The Committee will be comprised of five or more directors. Members of the Committee shall be appointed by the Board on an annual basis and serve for a term of one year. The Board will also appoint members of the Committee as vacancies or newly created positions occur. The Board shall designate one member of the Committee as chairperson (the “Chairperson”). The Board may designate one or more directors as alternate members of the Committee, who may replace any absent or disqualified member at any meeting of the Committee. The members shall serve until their resignation or retirement, their removal by the Board or until their successors shall be duly appointed and qualified. A member of the Committee shall be deemed to have resigned from the Committee at such time that the member shall no longer be a director of the Company.


     The Committee will meet as required to fulfill its responsibilities set forth in this Charter or the Company’s by-laws. The Chairperson or his or her designee shall set in advance of each meeting an agenda to the extent possible under the circumstances and shall preside over all meetings of the Committee. The Committee shall meet at least two times each year and at such other times as the Chairperson deems appropriate. A majority of the members of the Committee shall constitute a quorum. The vote of a majority of the members present at any meeting at which a quorum is present shall be the act of the Committee. The Committee may meet in person or telephonically. Any decision or determination of the Committee in writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held.

     The Chairperson or a majority of the members of the Committee may call a special meeting of the Committee. At the discretion of the Committee, other members of the Board and any officer or employee of the Company may be invited to attend and participate in meetings of the Committee. The Committee shall have the authority to form, and delegate authority and responsibilities to, subcommittees when it deems appropriate. The Committee shall periodically review any such delegations and may revoke any such delegation at any time.


     The Committee shall have direct access to, and complete and open communications with, senior management and may obtain advice and assistance from internal legal, accounting and other advisors to assist it. The Committee shall have authority to retain such consultants, outside counsel and other advisors as the Committee may deem necessary or appropriate. The Committee shall have sole authority to approve related fees and retention terms associated with the retention of any such firm or individual, which fees shall be paid by the Company. In determining whether to retain or terminate a provider of such services, the Committee will obtain the input of senior management through the Chief Executive Officer of the Company.

     In carrying out its responsibilities and duties, the Committee will coordinate its activity with that of other Board committees as appropriate, including, as applicable, the Compensation Committee and Audit Committee.


     Unless a Committee member has knowledge that makes reliance unwarranted, each Committee member, in discharging his or her duties to the Company, may conclusively rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements, valuation reports and other financial data, if prepared or presented by: (a) one or more officers or employees of the Company whom the Committee member believes in his or her reasonable business judgment and good faith to be reliable and competent in the matters presented; (b) consultants, legal counsel or other persons as to matters which the Committee member believes in his or her reasonable business judgment and good faith to be within the professional or expert competence of such person; or (c) another committee of the Board of which such Committee member is not a member if the Committee member believes in his or her reasonable business judgment and good faith that such committee merits confidence.


     The Committee shall keep correct and complete minutes of its proceedings and the names and places of residence of its members.

     The Committee will report regularly to the full Board with respect to its activities.


     This Charter has been approved by the Board and may be amended by the Board from time to time. At least annually, the Committee shall conduct an evaluation of its performance and shall review and reassess the adequacy of this Charter. The Committee shall report its conclusions regarding this evaluation to the Board. The Committee’s report should generally include an assessment of its compliance with this Charter, as well as identification of areas in which the Committee could improve its performance and the Charter could be improved.

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Leonard M. Anthony Barbara J. Duganier Robert L. Wood John A. Perkins
  • Member
  • Chair
  • Financial Expert
  • Independent Director