Attached files
Exhibit
3.4(d)
CenturyTel,
Inc.
____________________
CHARTER
FOR RISK EVALUATION COMMITTEE
OF
THE BOARD OF DIRECTORS
(as
amended through February 23, 2010)
____________________
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I.
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PURPOSE
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The Risk
Evaluation Committee is appointed by the Board to identify, monitor and manage
risks to the Company’s business, properties and employees.
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II.
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COMPOSITION
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The
Committee will consist of at least three directors, each of whom will be
appointed and replaced by the Board in accordance with the Company’s
bylaws. The Committee’s chairman will 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
chairman 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 and management, will set the frequency of, and the agenda for, each
meeting; provided,
however, that any member of the Committee may call a meeting in his or
her discretion. 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 will
have the following authority and responsibilities:
1. The
Committee will review periodically the Company’s major risk exposures in the
areas listed below:
(a) risks
to the Company’s properties (including its information systems) posed by
casualty events, terrorism, sabotage or theft
(b) risks
to the Company’s business caused by potential or actual regulatory developments
or the Company’s failure to comply with applicable telecommunications
regulations
1
(c) risks
to the Company’s business caused by the failure to comply with environmental,
safety, health or other similar laws
(d) risks
of potential, threatened or pending rate cases or lawsuits.
2. The
Committee will review periodically the steps that the Company has taken or could
take to mitigate major risks identified above or any others subsequently
identified. In connection therewith, the Committee will periodically
review the scope and adequacy of the Company’s insurance programs, subject to
receiving the approval or ratification of the Board for material changes to such
programs.
3. The
Committee will oversee the operation of the Company’s corporate compliance
program and procedures. In connection therewith, the Committee (i)
will review periodically the effectiveness and adequacy of the Company’s
corporate compliance program and procedures and recommend to the Board any
necessary proposed changes thereto, (ii) may, to the extent it deems necessary
or appropriate, investigate or cause to be investigated any material instance of
noncompliance and (iii) may, to the extent it deems necessary or appropriate,
grant waivers to directors or executive officers from the code of ethics and
business conduct contained in the Company’s corporate compliance program and
procedures.
4. The
Committee will oversee the Company’s risk management, loss prevention and safety
programs and activities, including (i) periodically assessing whether such
programs and activities are consistent with the Company’s risk tolerance levels
and (ii) receiving periodic reports from the Company’s enterprise risk
management personnel.
5. The
Committee will monitor the functions of the Board and its other committees to
ensure that management (or the chairpersons of other committees) are
periodically making presentations to the Board regarding other major risk
exposures not directly monitored by the Committee.
6. The
Committee will make regular reports to the Board summarizing the Committee’s
activities.
7. The
Committee will have full access to the Company’s records, officers, employees
and outside advisors as necessary to perform its duties.
8. The
Committee will also discharge any additional functions consistent with this
Charter and the Company’s organizational documents that may be delegated or
assigned to it by the Board from time to time.
9. The
Committee will review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval. The
Committee will annually review its own performance.
* * *
* * * * *
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Originally
adopted and approved by the Committee and the Board on February 18,
2003 and February 25, 2003,
respectively.
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2
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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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Section IV(1)
and IV(6) amended by the Committee and the Board on December 5, 2007
and February 26, 2008,
respectively.
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Sections III
and IV amended by the Committee and the Board on December 10, 2009
and February 23, 2010,
respectively.
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