(As adopted by the Board of Directors on November 1, 2010)
The Board of Directors (the "Board") of Consolidated Communications Holdings, Inc. (the "Corporation") is governed by the following general principles:
- The Board's paramount duty is to oversee the CEO and other senior management in the competent and ethical management of the Corporation as they endeavor to develop and execute its strategy and to carry out its operations on a day-to-day basis. The selection, compensation and evaluation of a well-qualified and ethical CEO is the single most important function of the Board.
- Open communication between the Board and management is crucial to the Corporation's long-term success. Management is responsible for creating, developing and implementing the strategy of the Corporation. The Board is responsible for reviewing the strategy and guiding its implementation in the context of the overall scope of the business and the interests of its stockholders. Management is responsible for operating the Corporation in an effective and ethical manner in order to produce long-term value for stockholders. Senior management and the Board are expected to know how the Corporation earns its income and what risks the Corporation is undertaking in the course of carrying out its business. Neither management's nor the Board's personal interests should be placed ahead of, or in conflict with, the interests of the Corporation.
- Management is responsible, under the oversight of the Board and its Audit Committee, for producing financial statements that fairly present the financial condition and results of operations of the Corporation, and for making the timely, understandable and complete disclosures that stockholders and prospective investors need to permit them to assess the financial and business soundness and risks of the Corporation.
- The Corporation is responsible for dealing (i) with its employees in a fair and equitable manner; (ii) with the communities in which it operates with good citizenship; and (iii) with government in accordance with, and a commitment to, all applicable laws, rules and regulations.
Based on the preceding principles, the Board of Directors of the Corporation has adopted the following corporate governance principles: