Attached files
Exhibit
3.4(c)
CenturyTel,
Inc.
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CHARTER
OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE
OF THE BOARD OF DIRECTORS
(as
amended through November 17, 2009)
____________________
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I.
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PURPOSE
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The
Nominating and Corporate Governance Committee is appointed by the Board
principally to (1) assist the Board by identifying individuals qualified to
serve as directors and officers of the Company, and to recommend to the Board
nominees for such positions, (2)monitor the composition of the Board and its
committees, (3) recommend to the Board a set of corporate governance guidelines
applicable to the Company and (4) lead the Board in its annual review of the
Board’s performance.
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II.
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COMPOSITION
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The
Committee shall consist of at least three directors, each of whom will be
appointed and replaced by the Board in accordance with the Company’s
bylaws. Each member of the Committee shall meet the independence
requirements of the New York Stock Exchange. The Committee’s chairperson shall
be designated by the Board. The Committee may form and delegate
authority to subcommittees when appropriate.
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III.
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MEETINGS
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The
chairperson of the Committee (or his or her designee from the Committee) will
preside at each meeting and, in consultation with the other members of the
Committee, will set the frequency of, and the agenda for, each
meeting. To assist it in discharging its functions, the Committee may
invite to its meetings other directors or representatives of management, counsel
and other persons whose pertinent advice or counsel is sought by the
Committee.
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IV.
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AUTHORITY
AND RESPONSIBILITIES
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In
furtherance of the purpose of the Committee described above, the Committee shall
have the following authority and responsibilities:
1. The
Committee shall lead the search for individuals qualified to serve as directors,
and to recommend to the Board a slate of directors to be elected annually by the
shareholders. In connection therewith, the Committee (i) shall
consider candidates submitted by shareholders in accordance with the Company’s
bylaws, (ii) shall monitor the performance and contributions of incumbent
directors and (iii) may, to the extent it deems necessary or appropriate,
develop and recommend to the Board specific criteria for selecting director
nominees consistent with the Company’s corporate governance
guidelines. The Committee shall also recommend to the Board a slate
of officers to be elected annually by the Board and individuals to fill
vacancies among the senior officers or directors as the need
arises.
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2. The
Committee shall monitor the operation of the Board’s committees. In connection
therewith, the Committee (i) shall recommend to the Board a slate of directors
to be elected annually to serve as committee members and, unless otherwise
provided by the Company’s bylaws, directors to fill committee vacancies as
needed and (ii) may recommend to the Board changes in committee structure and
operations, including the creation and elimination of committees.
3. The
Committee shall, no less than annually, review and reassess the adequacy of the
Company’s corporate governance guidelines and this Charter, and recommend any
proposed changes to the Board for approval.
4. The
Committee shall receive comments from all directors and report annually to the
Board with an assessment of the Board’s performance, to be discussed with the
full Board. The Committee shall annually review its own performance,
and shall oversee the annual self-review of each of the other Board
committees.
5. The
Committee may make recommendations to the Board concerning the size and
composition of the Board, the term of membership of directors, and the
frequency, content and structure of Board meetings.
6. The
Committee shall review and oversee any director orientation or continuing
director education programs established by the Company.
7. The
Committee shall conduct an annual review of the CEO’s performance, and report
its findings to the Board. The Committee shall also periodically
report to the Board on succession planning for the senior executive
officers. If the CEO dies or becomes disabled and the Board of
Directors does not name an interim CEO within 72 hours of being advised thereof,
then the Committee shall have the power to appoint one of the Company’s
executive officers or directors (other than those serving on the Committee) as
an interim CEO until the Board can elect a new CEO.
8. The
Committee shall make regular reports to the Board.
9. The
Committee shall have the sole authority to retain and terminate any search firm
to be used to identify director or officer candidates and may, to the extent it
deems necessary or appropriate, retain independent legal, financial or other
advisors. The Committee shall approve related fees and other
retention terms. The Committee will have full access to the Company’s
records, officers, employees and outside advisors as necessary to perform its
duties.
10. The
Committee shall also discharge any additional functions that may be assigned to
it in the Company’s corporate governance guidelines or organizational documents,
or any such additional functions consistent with such documents, this Charter or
applicable law that the Board may delegate or assign to it from time to time,
including (i) considering questions of conflict of interest of directors or
executive officers, (ii) reviewing the functions and responsibilities of the
senior officers and (iii) considering significant corporate governance
issues or shareholder relations issues that may arise from time to
time.
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Originally
adopted and approved by the Committee and the Board on January 30, 2003
and February 25, 2003,
respectively.
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Sections II
and IV amended by the Committee and the Board on February 19, 2004 and
February 25, 2004, respectively.
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Items 7,
8 and 11 of Section IV amended by each of the Committee and the Board
on June 30, 2009.
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Section III
and various items of Section IV amended by the Committee and the
Board on November 10, 2009 and November 17, 2009,
respectively.
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