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SEC Filings

10-K
KEY ENERGY SERVICES INC filed this Form 10-K on 02/28/2018
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an understanding of audit committee functions.

The Board has determined that all members of the audit committee satisfy the definition of “audit committee financial expert,” and has designated each member of the audit committee as an “audit committee financial expert.” For more information about each audit committee member’s background and experience, see “Board of Directors” above.

Our Board has adopted a written charter for the audit committee, pursuant to which the audit committee has, among others, the following duties and responsibilities:

appointing, evaluating, approving the services provided by and the compensation of, and assessing the independence of, our independent registered public accounting firm;

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from such firm;

reviewing with the internal auditors and our independent registered public accounting firm the overall scope and plans for audits, and reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

reviewing and discussing with management and the independent registered public accounting firm our system of internal controls, financial and critical accounting practices and policies relating to risk assessment and risk management;

reviewing the effectiveness of our system for monitoring compliance with laws and regulations; and

preparing the Audit Committee Report required by SEC rules (which is included under the heading “Report of the Audit Committee” below).

During 2017, the audit committee held six (6) meetings. In addition, members of the audit committee speak regularly with our independent registered public accounting firm and separately with the members of management to discuss any matters that the audit committee or these individuals believe should be discussed, including any significant issues or disagreements concerning our accounting practices or financial statements. For further information, see “Report of the Audit Committee” below.

The audit committee has the authority to retain legal, accounting or other experts that it determines to be necessary or appropriate to carry out its duties. We will provide the appropriate funding, as determined by the audit committee, for the payment of compensation to our independent registered public accounting firm and to any legal, accounting or other experts retained by the audit committee and for the payment of the audit committee’s ordinary administrative expenses necessary and appropriate for carrying out the duties of the audit committee.

The audit committee charter provides that no member of the audit committee may simultaneously serve on the audit committees of more than three public companies (including our audit committee) unless the Board has determined that such simultaneous service would not impair his or her ability to effectively serve on our audit committee. Currently, no member of the audit committee serves on the audit committees of more than three public companies.

The charter of our audit committee can be accessed on the “Corporate Governance” section of our website, www.keyenergy.com.

Compensation Committee

Our compensation committee reviews and recommends policies relating to compensation and benefits of our executive officers and employees, including reviewing and approving corporate goals and objectives relevant to the compensation of chief executive officer and other executive officers, evaluating the performance of those officers in light of those goals and objectives and setting compensation of those officers based on such evaluations. During 2017, the compensation committee met seven (7) times. Because the Company currently qualifies as a “Controlled Company” under the NYSE Rule 303A, we are permitted, and

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