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AUDIT COMMITTEE MATTERS
Audit Committee Report
The Audit Committee was established to implement and to support oversight function of the Board of
Directors with respect to the financial reporting process, accounting policies, internal controls and independent
registered public accounting firm of Goodrich Petroleum Corporation.
Each member of the Audit Committee is an “independent” director and “financially literate” as determined
by the Board, based on the listing standards of the New York Stock Exchange. Each member of the Audit
Committee also satisfies the Securities and Exchange Commission’s additional independence requirements for
members of audit committees. In addition, the Board has designated Mr. Perdue, the Chairman of the Audit
Committee, as an “audit committee financial expert,” as defined by the Securities and Exchange Commission’s
rules and regulations.
In fulfilling its responsibilities, the Audit Committee:
• reviewed and discussed the audited financial statements with management and our independent auditors;
• discussed with the independent registered public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended;
• received from the independent registered public accounting firm the written disclosures and the letter
required by the applicable requirements of the Public Company Accounting Oversight Board regarding
the independent auditors’ communications with the Audit Committee concerning independence; and
• considered the compatibility of non-audit services with the independent registered public accounting
firm’s independence and has discussed with the independent accounting firm its independence.
Based on these reviews and discussions, the Audit Committee recommended to the Board, and the Board
approved, that the audited financial statements of Goodrich Petroleum Corporation be included in its Annual
Report on Form 10-K for the year ended December 31, 2011 for filing with the Securities and Exchange
Commission.
The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” to
be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by
reference into any future filings with the Securities and Exchange Commission, or subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically
incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.
Respectfully submitted by the Audit Committee of the Board of Directors,
Michael J. Perdue, Chairman
Arthur A. Seeligson
Peter D. Goodson
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