Corporate Governance Committee


(As adopted by the Board of directors on August 5, 2013)

 

The Corporate Governance Committee (the "Committee") shall provide assistance to the Board of Directors in fulfilling its responsibilities by:

  1. Identifying individuals qualified to become directors and recommending that the Board of Directors select the candidates for all directorships to be filled by the Board of Directors or by the stockholders;
  1. Developing and recommending to the Board of Directors a set of corporate governance principles applicable to the corporation; and
  1. Otherwise taking a leadership role in shaping the corporate governance of the corporation.

Composition and Qualifications

The Committee shall be comprised of two or more members of the Board of Directors. After any allowable phase-in period, each of the members of the committee shall be determined by the Board of Directors to be "independent" in accordance with applicable NASDAQ Marketplace Rules.

Appointment and Removal

The members of the Committee shall be appointed by the Board of Directors and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Chairman

The Chairman of the Committee shall be elected by the full Board of Directors. The Chairman shall resolve any ties. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings.

Delegation to Subcommittees

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.

 

The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Chairman of the Board or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically, but the Committee shall meet in person at least once a year.  The Committee may act by unanimous written consent.

All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of the corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out

additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in Section I of this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention.

Board Selection, Composition and Evaluation

  1. Establish criteria in accordance with the Board's governance principles for the selection of new directors to serve on the Board of Directors.
  2. Identify individuals believed to be qualified as candidates to serve on the Board of Directors and recommend that the Board of Directors select the candidates for all directorships to be filled by the Board of Directors or by the stockholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Committee shall consult with the CEO and shall take into account all factors it considers appropriate as set forth in the Board's governance principles.
  3. Review and make recommendations to the full Board of Directors  whether members of the Board should be nominated for re-election.
  4. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In that connection, the Committee shall have sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the corporation, including sole authority to approve the fees payable to such search firm and any other terms of retention.
  5. Consider questions of independence and possible conflicts of interest of members of the Board of Directors and executive officers.
  6. Review and make recommendations, as the Committee deems appropriate and in accordance with the Board's governance principles, regarding the composition and size of the Board of Directors in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.
  7. Oversee evaluation of at least annually, and as circumstances otherwise dictate, the Board of Directors and each Committee of the Board of Directors  in accordance with the Board's governance principles.
  8. Consider matters relating to the retirement of Board members, including term limits or age caps.
  9. Review and make recommendations  to the full Board of Directors  concerning director's and officer's indemnification and insurance matters.

Committee Selection, Composition and Evaluation

  1. Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board of Directors, the qualifications and criteria for membership on each committee of the Board and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and impose any term limitations of service on any Board committee.

Corporate Governance

  1. Develop and recommend to the Board of Directors a set of corporate governance principles and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as may be appropriate.

Continuity / Succession Planning Process

  1. Recommend a management continuity and succession planning process to the Board.

Reports

  1. Report to the Board of Directors
  1. following meetings of the Committee;
  2. with respect to such other matters as are relevant to the Committee's discharge of its responsibilities; and
  3. with respect to such recommendations as the Committee may deem appropriate.

The report to the Board of Directors may be written, in the form of minutes or otherwise, or take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report, and may be omitted when all members of the Board of Directors present at the meeting at which the report would otherwise be given were also present at the meeting of the Corporate Governance Committee.

  1. Maintain minutes or other records of meetings and activities of the Committee.

Risk Management

  1. Review with management and, as the Committee deems useful, consultants or legal counsel, the areas of material risk to the corporation relating to (i) management continuity and succession planning, (ii) board and board committee continuity and succession, (iii) directors’ and officers’ liability insurance, and (iv) other corporate governance matters.

The Committee shall perform a review and evaluation, at least annually, of the performance of the full Board of Directors as a whole, of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.


Committee Members

Timothy D. Taron
Timothy D. Taron
Director

Timothy D. Taron joined the Consolidated Communications board of directors in June 2012, following the acquisition of SureWest Communications, at which Mr. Taron had been a director since 2000.

Mr. Taron chaired the Nominating and Governance Committee, was a member of the Compensation Committee and was president of the Political Action Committee board while with SureWest. He has served in leadership positions in numerous non-profit community organizations, including as a member of the board of directors and president of the Sacramento Metropolitan Chamber of Commerce.

Mr. Taron is currently a senior partner in the Sacramento, California law firm of Hefner, Stark & Marois, LLP.

Thomas A. Gerke
Thomas A. Gerke
Director

Thomas A. Gerke has served as a director since February 2013 and is the General Counsel and Chief Administrative Officer at H&R Block, a global consumer tax services provider, since January 2012. From January 2011 to April 2011, Mr. Gerke served as Executive Vice President, General Counsel and Secretary of YRC Worldwide, a Fortune 500 transportation service provider. From July 2009 to December 2010, Mr. Gerke served as Executive Vice Chairman of Century Link, Inc., a Fortune 500 integrated communications business. From December 2007 to June 2009, he served as President and CEO at Embarq, then a Fortune 500 integrated communications business. He also held the position of Executive Vice President and General Counsel – Law and External Affairs at Embarq from May 2006 to December 2007. From October 1994 through May 2006, Mr. Gerke held a number of executive and legal positions with Sprint, serving as Executive Vice President and General Counsel for over two years. Mr. Gerke is also a former director of the CenturyLink, Embarq and United States Telecom Association. In addition he is a former member of the Rockhurst University Board of Trustees and The Greater Kansas City Local Investment Commission Board of Trustees. He currently services as a board member of TEGP Management, LLC, the General Partner of Tallgrass Energy GP, LP (NYSE: TEGP), a provider of natural gas transportation and storage services.

Board Contributions: Mr. Gerke has substantial experience in the telecommunications sector. His leadership and industry experiences bring a strong and knowledgeable operational and strategic perspective to the Board’s deliberations. He also brings perspective from service on other boards. Although Mr. Gerke is not currently a member of our audit committee, he also qualifies as an “audit committee financial expert” under SEC guidelines.

Roger H. Moore
Roger H. Moore
Director

Roger H. Moore has served as a director since July 2005. Mr. Moore was President and Chief Executive Officer of Illuminet Holdings, Inc., a provider of network, database and billing services to the communications industry, from October 1998 to December 2001, a member of its board of directors from July 1998 to December 2001, and its President and Chief Executive Office (“CEO”) from January 1996 to August 1998. In December of 2001, Illuminet was acquired by VeriSign, Inc. and Mr. Moore retired at that time. In September 1998 and October 1998, he served as President, Chief Executive Office and a member of the board of directors of VINA Technologies, Inc., a telecommunications equipment company. From June 2007 to November 2007, Mr. Moore served as interim President and CEO of Arbinet. From December 2007 to May 2009, Mr. Moore served as a consultant to VeriSign Corporation. Mr. Moore also presently serves as a director of VeriSign, Inc. and was previously a director of Western Digital Corporation.

Board Contributions: Mr. Moore is a seasoned telecommunications executive with a deep background in the industry and very strong technical aptitude. He has a strong entrepreneurial bent and is a knowledgeable analyst of the evolution of telecommunications and the impact of new technologies on our business. He brings perspective from service on other boards. Although Mr. Moore is not currently a member of our audit committee, he also qualifies as an “audit committee financial expert” under SEC guidelines.