GOVERNANCE/NOMINATING COMMITTEE CHARTER
ADOPTED OCTOBER 28, 2003
Last Updated November 8, 2013
The mission of the Governance/Nominating Committee is to maintain a strong Board for Enventis. The Committee will ensure appropriate governance practices, make recommendations on Board committee assignments and candidates for directorship, and establish and drive a continuous improvement process in order to help the Board and individual directors become more valuable as strategic assets of the company, contributing to the long-term success of Enventis.
The Committee shall consist of no fewer than three members. The members of the Governance/Nominating Committee shall meet the independence requirements and such other standards as are mandated by appropriate regulating entities or as may be established by the Committee.
The members of the Governance/Nominating Committee shall be appointed by the Board.
Governance/Nominating Committee Authority and Responsibility
- Review the structure and size of the Board and the Board committees. Periodically, review with the Board the appropriate skills and characteristics required on the Board in support of the strategic direction of the company.
- Identify and consider candidates for Board membership. On behalf of the Board, assess the skills and experience of prospective Board members. Present candidates to the full Board for consideration and recommend to the Board the selection and approval of the nominees for directors to be submitted to a shareholder vote at the Annual Meeting of Shareholders. The Committee shall consider any director candidate recommended by the company's shareholders pursuant to the procedures described in the company's proxy statement. Develop criteria relating to the selection of new directors. Selection criteria shall include factors relating to whether the director would meet the definition of independent, as well as diversity, skills, occupation, and experience in the context of the needs of the Board. Retain and terminate any search firm to be used to identify director candidates.
- Recommend, for Board approval, assignments of individual Board members to various committees, taking into account the functions of the committee and qualifications of the Board members.
- Annually put forth a candidate slate for Board approval for the positions of Chair of the Board and Vice Chair
- Annually review current directors whose terms are expiring and make a recommendation to the Board on candidates for re-election.
- Review the institutional and other affiliations of directors and director candidates for possible conflicts of interest. Investigate any potential conflict of interest involving a director and make a recommendation to the Board for resolution.
- Periodically review the succession plan for CEO and executive officers and update the Board as appropriate.
- Keep abreast of developments in the corporate governance field. Regularly review and assess the corporate governance practices of the Board and recommend any proposed changes to the Board for approval.
- Plan Board education including new member orientation, education of Board members and Board retreats.
- Administer the evaluation system for the Board of Directors. Analyze the annual evaluation results and provide recommendations to address areas of concern. Regularly assess effectiveness of current evaluation system and process.
- Assess the adequacy of this charter annually. Recommend any proposed changes to the Board for approval. The Governance/Nominating Committee shall annually review its own performance in relationship to its charter.
The Governance/Nominating Committee shall meet a minimum of four times a year. The Chair of the Committee may schedule additional meetings as appropriate.