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Charter of the Executive Committee of RCN Corporation

  Purpose and Primary Objectives and Responsibilities
  Committee Composition
  Committee Structure and Operation
  Authority
  Reviews and Evaluations
  Additional Responsibilities
  Disclosure of Charter
  Date of Adoption
  Compliance

Purpose and Primary Objectives and Responsibilities

The purpose of the Executive Committee (the "Committee") of the Board of Directors of RCN Corporation (the "Company") is to assist the Board of Directors in the oversight of the Company, including all such matters delegated to the Committee by the full Board of Directors.

The primary objectives and direct responsibilities of the Committee are to review, evaluate and make recommendations or take action on behalf of the Board of Directors regarding any such matters the Board of Directors delegates to the Committee.

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Committee Composition

The Committee shall consist of no fewer than three members.

Each member of the Committee shall be appointed by the Board of Directors, considering the recommendations of the Nominating/Corporate Governance Committee of the Board of Directors, and shall serve until a successor is appointed and qualified. No member of the Committee may be removed except by a majority of independent directors then in office. The Board of Directors may fill vacancies on the Committee by a majority vote of the Board of Directors. Committee members shall serve for a term of one year, unless any member shall sooner resign or be removed, with or without cause, by the Board of Directors prior to the expiration of his or her term.

The Board of Directors shall designate one member of the Committee as its chairperson (the "Chairman"). Except as may be expressly provided to the contrary in the by-laws of the Company, this charter or the Corporate Governance Guidelines of the Company, as established by the Nominating/Corporate Governance Committee of the Board of Directors and approved by the Board of Directors, the Committee shall determine the rules or procedures within which it shall operate.

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Committee Structure and Operation

The Committee will meet when and as needed in connection with matters and responsibilities assigned to it by the full Board of Directors.

The Chairman shall preside over the meetings of the Committee and shall appoint a secretary (who need not be a member of the Committee) to take written minutes of the meetings.

The Chairman, in consultation with the other members of the Committee, will determine the frequency and duration of the meetings of the Committee and the agenda of items to be addressed at each meeting. In advance of each meeting, the Chairman shall circulate the agenda for each meeting to each member of the Committee.

The Committee may invite to its meetings other members of the Board of Directors, members of the Company's management and such other persons as the Committee deems appropriate. The Committee may exclude any person (other than a member of the Committee) from a meeting as the Committee deems appropriate.

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Authority

All actions taken or to be taken by the Executive Committee are to have the authority of the Board, if and only if, such action is to be taken pursuant to a unanimous vote of the Committee.

The Committee shall have the authority to

  1. obtain, at the expense of the Company, the advice and assistance of outside advisers, including legal and accounting advisers, as reasonably necessary to fulfill its responsibilities; and

  2. perform all acts necessary or appropriate to fulfill its responsibilities and achieve its objectives under this charter and as otherwise directed by the Board of Directors, provided such acts are not in violation of the By-laws and Certificate of Incorporation of the Company, this charter, the Corporate Governance Guidelines, the Company's Code of Business Conduct or any laws and regulations applicable to the Company.

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Reviews and Evaluations

The Committee shall be responsible, at least on an annual basis, for reviewing and evaluating the performance of the Committee and the members of the Committee.

The Committee shall deliver to the Board of Directors a report setting forth the results of its evaluation, including any recommended amendments to this charter and any recommended changes to the policies and procedures of the Company or the Board of Directors.

The Committee shall make any necessary changes, or recommend that the Board of Directors make any necessary changes, required to correct any deficiencies noted by the Committee in performing the reviews and evaluations set forth above.

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Additional Responsibilities

The Committee shall make regular reports to the Board of Directors.

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Disclosure of Charter

This charter shall be made available on the Company's website.

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Date of Adoption

This charter was adopted by the Board of Directors effective April 7, 2005.

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Compliance

The Committee, as a whole, and each of the individual members of the Committee shall be in compliance with the provisions of this charter no later than June 30, 2005.

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