EXECUTIVE AND NOMINATING COMMITTEE CHARTER
Statement of Purpose
The Executive and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Telewest Global, Inc. (the "Corporation") shall discharge the duties of the Board, to the maximum extent provided by law, when it is impracticable for the full Board to meet and take action, as well as when the Board has specifically delegated to the Committee the authority to take certain actions, and may recommend to the Board changes in the Corporation's management, operations, strategy and business as the Committee determines necessary or appropriate. The Committee shall also have responsibility for recommending individuals for nomination to the Board and the various committees of the Board.
The Committee shall be comprised of at least three directors, each of whom shall meet the applicable independence requirements of the Nasdaq Marketplace Rules and any other applicable laws, rules or regulations. The members of the Committee shall be appointed by the Board and may be removed or replaced by the Board in its discretion. One Committee member shall be designated by the Committee to serve as the Chairman of the Committee, and in the event of the Committee Chairman's absence, or if the Committee has not appointed a Committee Chairman, a majority of the members of the Committee may designate another member of the Committee to act as chairman of any meeting. All members of the Board who are not members of the Committee shall be entitled (on a basis that is consistent with the functioning of the Committee and the objectives of the Corporation) to attend, as non-voting observers, any meetings of the Committee at which it will exercise the authority of the full Board as provided herein.
Structure and Meetings
The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter. Meetings may be called by the Chairman of the Committee or a majority of the members of the Committee, as well as at the direction of a majority of the Board or the Chairman of the Board. A majority of the members of the Committee shall constitute a quorum for the transaction of business. Committee members may attend meetings in person, by conference call or through other means by which each member may hear and be heard by each other member, and the Committee may also act by written consent. The Corporation shall provide prior notice of any meeting of the Committee to each of the Committee members and, in the case of meetings that they shall be entitled to attend as observers, to each other member of the Board.
Minutes shall be kept for each meeting of the Committee. Copies of all minutes of Committee meetings shall be distributed to the Board at the first meeting thereof following the Committee meeting for which such minutes were prepared.
The Committee shall have the authority to form, and delegate authority and responsibilities to, subcommittees when it deems appropriate. The Committee shall periodically review any such delegations and may revoke any such delegation at any time. At the discretion of the Committee, other members of the Board and any officer or employee of the Corporation may be invited to attend and participate in meetings of the Committee.
Discharge Duties of the Board
When it is impracticable for the full Board to meet and take action, the Committee shall have all of the authority of the full Board allowed by applicable law to discharge the duties of the Board. The Committee shall also have all of the authority of the full Board allowed by applicable law to discharge the duties that have been delegated by the Board.
In discharging its responsibilities, the Committee shall have full access to any relevant records of the Corporation and any relevant employees of the Corporation.
The Committee may make recommendations to the Board concerning the Company's management, operations, strategy or business that the Committee determines may be necessary or appropriate, including such matters as are not the exclusive province of any other Board committee or of the full Board under Delaware General Corporation Law Section 141 (c)(2).
Board and Committee Nominees
The Committee shall establish criteria for Board membership, consistent with all applicable laws and regulations, and shall identify and screen candidates for nomination to the Board. The Committee shall review with the Board the background and qualifications of the Board members, as well as an assessment of the Board's composition in light of the Board's needs and objectives and the requirements of applicable laws and regulations.
The Committee shall recommend to the Board director nominees for election at each meeting of stockholders at which directors are to be elected and recommend to the Board individuals to fill any vacancies on the Board that arise between such meetings.
The Committee shall establish criteria for membership, consistent with all applicable laws and regulations, on each committee of the Board and recommend directors to the Board for appointment to such committees.
Advisors and Consultants
The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have the authority to approve the search firm's fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal and external legal, accounting or other advisors in connection with the performance of its duties and responsibilities, the cost of which shall be borne by the Corporation. The Committee shall have the ultimate authority and responsibility to hire or terminate any outside consultant or other advisor engaged to assist the Committee in discharging its responsibilities and to approve the terms of any such engagement and the fees of any such consultant. The Committee may also require that any officer or other employee of the Corporation, the Corporation's outside legal counsel or any other person meet with any members of, or advisors or consultants to, the Committee.