CHARTER OF THE
COMMITTEE OF THE BOARD OF DIRECTORS
The Nominating/Corporate Governance Committee (the "Committee") of
PanAmSat Holding Corporation (the
"Company") shall provide assistance to the Board of Directors in
fulfilling its responsibility to the shareholders, potential shareholders and
investment community by:
- Identifying individuals
qualified to become directors and selecting, or recommending that the
Board of Directors select, the candidates for all directorships to be
filled by the Board of Directors or by the shareholders;
- Developing and recommending
to the Board of Directors a set of corporate governance principles applicable
to the Company; and
- Otherwise taking a leadership role in shaping
the corporate governance of the Company.
II. STRUCTURE AND OPERATIONS
Composition and Qualifications
The Committee shall be comprised of no fewer than three members of the Board
of Directors, each of whom is determined by the Board of Directors to be
"independent" in accordance with the rules of the New York Stock
Exchange, Inc., provided however that pursuant to the exemption provided to
"controlled companies" by Section 303A of the rules of the New York
Stock Exchange, for such time that the Company qualifies as a "controlled
company" it may avail itself of such exemption.
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.
Unless a Chairman is elected by the full Board of Directors, the members of
the Committee shall designate a Chairman by majority vote of the full Committee
membership. The Chairman shall be entitled to cast a vote to 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 of Directors or any member of
the Committee may call meetings of the Committee. All meetings of the Committee
may be held telephonically.
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 Company 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.
IV. RESPONSIBILITIES AND DUTIES
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 and terminate 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. The
Committee also 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 Company, including sole authority to approve the fees payable to such
search firm and any other terms of retention.
Board Selection, Composition and Evaluation
- Establish criteria for the
selection of new directors to serve on the Board of Directors.
- Identify individuals believed
to be qualified as candidates to serve on the Board of Directors and
select, or recommend that the Board of Directors select, the candidates
for all directorships to be filled by the Board of Directors or by the
shareholders at an annual or special meeting. In identifying candidates
for membership on the Board of Directors, the Committee shall take into
account all factors it considers appropriate, which may include (a)
ensuring that the Board of Directors, as a whole, is diverse and consists
of individuals with various and relevant career experience, relevant
technical skills, industry knowledge and experience, financial expertise
(including expertise that could qualify a director as a "financial
expert," as that term is defined by the rules of the SEC), local or
community ties and (b) minimum individual qualifications, including strength
of character, mature judgment, familiarity with the company's business and
industry, independence of thought and an ability to work collegially. The
Committee also may consider the extent to which the candidate would fill a
present need on the Board of Directors.
- Review and make
recommendations to the full Board of Directors, or determine, whether
members of the Board of Directors should stand for re-election. Consider
matters relating to the retirement of members of the Board of Directors,
including term limits or age limits.
- Evaluate candidates for
nomination to the Board of Directors, including those recommended by
shareholders. In that connection, the Committee shall adopt procedures for
the submission of recommendations by shareholders as it deems appropriate.
- Conduct all necessary and
appropriate inquiries into the backgrounds and qualifications of possible
- Consider questions of
independence and possible conflicts of interest of members of the Board of
Directors and executive officers, and whether a candidate has special
interests or a specific agenda that would impair his or her ability to
effectively represent the interests of all shareholders.
- Review and make
recommendations, as the Committee deems appropriate, regarding the composition
and size of the Board of Directors in order to ensure the Board of
Directors has the requisite expertise and its membership consists of
persons with sufficiently diverse and independent backgrounds.
- Oversee evaluation of, at
least annually, and as circumstances otherwise dictate, the Board of
Directors and management.
Committee Selection, Composition and Evaluation
- Recommend members of the
Board of Directors to serve on the committees of the Board of Directors,
giving consideration to the criteria for service on each committee as set
forth in the charter for such committee, as well as to any other factors
the Committee deems relevant, and where appropriate, make recommendations
regarding the removal of any member of any committee.
- Recommend members of the
Board of Directors to serve as the Chair of the committees of the Board of
- 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 of Directors and, as circumstances dictate,
make any recommendations regarding periodic rotation of directors among
the committees and impose any term limitations of service on any committee
of the Board of Directors.
- Periodically review the
charter, composition and performance of each committee of the Board of
Directors and make recommendations to the Board of Directors for the
creation of additional committees or the elimination of committees of the
Board of Directors.
- Review the adequacy of the
certificate of incorporation and by-laws of the Company and recommend to
the Board of Directors, as conditions dictate, that it propose
amendments to the certificate of incorporation and by-laws for
consideration by the shareholders.
- Develop and recommend to the
Board of Directors a set of corporate governance principles pursuant
Section 303A(9) of the rules of the New York Stock Exchange 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.
- Review policies relating to
meetings of the Board of Directors. This may include meeting schedules and
locations, meeting agendas and procedures for delivery of materials in
advance of meetings.
- Report regularly to the Board
of Directors (i) following meetings of the
Committee, (ii) with respect to such other matters as are relevant to the Committee's
discharge of its responsibilities and (iii) with respect to such
recommendations as the Committee may deem appropriate. The report to the
Board of Directors may take the form of an oral report by the Chairman or
any other member of the Committee designated by the Committee to make such
- Maintain minutes or other
records of meetings and activities of the Committee.
V. ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of
the performance 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.