Nominating & Corporate Governance Committee Charter
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS ASCENT CAPITAL GROUP INC.
There will be a committee of the Board of Directors (the "Board") of Ascent Capital Group, Inc. (the "Company") which will be called the Nominating and Corporate Governance Committee (the "Committee").
The principal purposes of the Committee are to identify individuals qualified to become Board members and to recommend for the Board's selection the director nominees for the next annual meeting of stockholders.
2.) Committee Membership
The Committee will consist of at least two members. It will be composed of directors who satisfy the independence requirements set forth in the Corporate Governance Rules of The Nasdaq Stock Market, Inc. ("Nasdaq") and any other legal and regulatory requirements as applicable.
The members of the Committee will be appointed, and may from time to time be removed, by the Board.
3.) Functions and Responsibilities
In furtherance of the purposes set forth above, the Nominating and Corporate Governance Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under Delaware law.
The Committee shall have the following authority and responsibilities:
- To develop qualification criteria for selecting director candidates and identify individuals qualified to become Board members for recommendation to the Board.
- To retain and terminate any search firm to be used to identify director candidates and have authority to approve the search firm's fees and other retention terms. The Company will be responsible for the payment of the fees and expenses of such search firm.
- If requested by the Board, the Chairman of the Board or the Company's Chief Executive Officer, to review and approve any "related person transaction" (defined as any transaction required to be disclosed pursuant to Item 404 of Regulation S-K), as specified in the Corporate Governance Guidelines. This authority shall be concurrent with that of the Audit Committee of the Board.
- If requested by the Board, to oversee a review of the Company's Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
- To make reports to the Board, as appropriate, providing an overview of the Committee's activities, summarizing its actions and commenting on the fulfillment of the Committee's duties under this Charter.
4.) Conduct of Meetings
The Committee shall meet when, where and as often as it may deem necessary and appropriate in its judgment, either in person or telephonically. The Chairman of the Board or the Company's Chief Executive Officer shall have the right to call a special meeting of the Committee.
Subject to the bylaws of the Company, the Committee may by resolution establish its own rules of procedure. In the absence of such action by the Committee, the provisions of the Company's bylaws generally applicable to committees of the Board will apply to the Committee. A majority of the members of the Committee appointed by the Board shall constitute a quorum for any meeting of the Committee.
The Corporate Secretary or his or her designee shall keep written minutes of Committee meetings, which minutes shall be maintained with the books and records of the Company.
ADOPTED, by the Corporation's Board of Directors the 4th day of November 2014.
- Professional Background: Mr. Tanabe retired in 2013 as Executive Vice President and General Counsel of Liberty Media Corporation and Liberty Interactive Corporation after 14 years of service in those or similar capacities for those and predecessor or affiliated companies. In his capacity as chief legal officer, he participated in the initiation, negotiation and completion of numerous transactions. He also managed the defense or prosecution of litigation for his companies and the development and implementation of their corporate compliance programs. Before joining Liberty Media he was a practicing attorney with Sherman & Howard LLC, a law firm based in Denver, Colorado, specializing in mergers and acquisitions and financing transactions for clients engaged in a variety of industries, including cable television and other communications and media businesses. Mr. Tanabe is currently employed by Liberty Media and Liberty Interactive in a consulting role.
- Other Public Company Directorships: Mr. Tanabe serves as a director of Starz. He is a former director of SIRIUS XM Radio Inc. and FUN Technologies, Inc.
- Board Qualification: Mr. Tanabe brings to our Board extensive executive leadership experience and perspective with respect to the legal operations, risk management policies and management of public companies in the communications, e-commerce, media and entertainment businesses.
- Professional Background: A director of our company since September 2008. Mr. Holthouse has been a partner with Holthouse Carlin & Van Trigt LLP since 1991, where he provides tax planning and tax consulting services for privately held businesses and high net-worth individuals primarily in the real estate, entertainment and service industries. Mr. Holthouse is a certified public accountant.
- Other Public Company Directorships: Mr. Holthouse served on the board of directors and audit committee of Napster, Inc. from January 2004 to October 2008.
- Board Qualification: Mr. Holthouse brings to our Board experience as a public company director and an audit committee member. His tax and accounting training enables him to provide our Board with sophisticated financial insight and to fulfill his function as audit committee chairman.
- Professional Background: A director of our company since September 2008. Mr. Pohl serves as an advisor to companies in the technology, media and telecommunications industries. Mr. Pohl has served on the board of directors of BlackArrow, Inc. since January 2012 and was appointed as Chairman of its board of directors in June 2012. Mr. Pohl has served on the board of Think Analytics since March 2013 and on the board of Imagine Communications Corp. since March 2013, having previously served on the board of its predecessor, Harris Broadcast. From December 2007 to April 2008, Mr. Pohl served as the Interim Vice President/General Manager of the On Demand Systems Division of ARRIS Group, Inc., a communications technology company specializing in the design and engineering of broadband networks (ARRIS). Mr. Pohl was President of Global Strategies at C-COR Incorporated (C-COR) from December 2005 to November 2007, when C-COR was acquired by ARRIS, and served as the President and Chief Executive Officer of nCUBE Corporation, an interactive video server company, from December 1999 to December 2005. Mr. Pohl has been and continues to be actively involved in numerous industry associations and received the National Cable and Telecommunications Association’s highest honor, the Vanguard Award, in 2008.
- Other Public Company Directorships: Mr. Pohl served on the board of directors and compensation committee of BigBand Networks, Inc. from May 2009 through the sale of the company to ARRIS in November 2011, during which time he served on the audit committee of its board of directors beginning in June 2009 and served as Chairman of its board of directors beginning in February 2010.
- Board Qualification: Mr. Pohl brings to our Board valuable technological insight and over 25 years of extensive experience with technology companies. His management experience and financial expertise is complemented by his knowledge of applied sciences.
- Professional Background: A director of our company since December 2009. Mr. Vogel is currently a Senior Advisor to DISH Networks Corporation (DISH), a publicly-traded company providing pay-TV services, and served as President of DISH from September 2006 until February 2008 and Vice Chairman of DISH from June 2005 until March 2009. Mr. Vogel has also been the president and sole stockholder of Bulldog Capital, Inc., a private investment firm, through which he has, since November 2011, been a Senior Advisor of The Gores Group, a Los Angeles based private equity firm. From October 2007 until March 2009, Mr. Vogel served as a Senior Advisor to EchoStar Corporation (EchoStar), a publicly-traded company in the digital set-top box and satellite services businesses. From 2001 until 2005, Mr. Vogel served as the President and CEO of Charter Communications Inc. (Charter), a publicly-traded company providing cable television and broadband services. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with the predecessors of Liberty Interactive Corporation and Old LMC. Mr. Vogel held various executive positions with DISH from 1994 until 1997, including serving as the President from 1995 until 1997. Mr. Vogel also has served on various private company boards.
- Other Public Company Directorships: Mr. Vogel has served on the board of directors AMC Networks Inc. (AMC Networks) since June of 2013 and serves as chairman of the audit committee of AMC Networks and as a member of its compensation committee. Mr. Vogel has served on the board of directors of DISH since May 2005 and on the board of directors and audit committee of Universal Electronics Inc., a publicly-traded company providing wireless control technology for the connected home, since October 2009. In addition, Mr. Vogel has served on the board of directors of Sirius XM Holdings Inc. (Sirius), a publicly-traded satellite radio system operator and broadcaster, since April 2011, and has served on its compensation committee and nominating and corporate governance committee of Sirius since 2012 and has served as chairman of its compensation committee since April 2013. Mr. Vogel has also served on the board of directors and audit committees of Shaw Communications, Inc., a publicly-traded diversified communications company providing broadband cable and direct-to-home satellite services in Canada, since 2006 and NextWave Wireless Inc. from November 2009 to January 2013 (where he has served as the chair of the audit committee from March 2010 to January 2013). From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of EchoStar. From October 2001 to January 2005, Mr. Vogel served on the board of directors of Charter.
- Board Qualification: Mr. Vogel brings to our Board extensive executive leadership experience and board experience, including experience with subscription-based businesses, along with professional accounting and financial expertise.