Nominating And Governance Committee Charter

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I. Purpose

The purposes of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Vonage Holdings Corp. (collectively, referred to with its subsidiaries as the “Company ”) shall be to assist the Board in fulfilling its oversight responsibilities by identifying qualified individuals to become board members, in determining the composition of the Board and its committees, in determining compensation for non-executive board members, in facilitating a process to assess board effectiveness and in developing and implementing the Company’s corporate governance principles.

 

II. Membership and Qualifications

A.       The Nominating and Governance Committee shall consist of no fewer than three members the exact number of which shall be determined from time to time by the Board. The Board will appoint the members and the Chair of the Nominating and Governance Committee. Each Nominating and Governance Committee member shall serve at the pleasure of the Board for such term or terms as the Board may determine or until such Nominating and Governance Committee member is no longer a member of the Company’s Board.

B.       Each Nominating and Governance Committee member shall meet the independence criteria of the New York Stock Exchange.

 

III. Operations

A.       The Nominating and Governance Committee shall hold such regular meetings as may be desirable, and such special meetings as may be called by the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee shall also meet without management in separate executive sessions. Although the Committee may consult with management about nominees and re-nominations of individuals already on the Board, decisions on candidates should be made in execution session. The Nominating and Governance Committee may form and delegate such of its authority as it deems appropriate to a subcommittee(s).

B.       The Nominating and Governance Committee shall have the authority, to the extent it deems necessary or appropriate, and subject to Board approval (except as may be inconsistent with rules of the New York Stock Exchange), to retain special legal, accounting or other consultants to advise the Committee. The Nominating and Governance Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

C.      The Nominating and Governance Committee shall have sole authority to retain and terminate executive search firms or advisors and to review and approve such executive search firm or advisor’s fees and other retention terms.

D.      The Nominating and Governance Committee shall make regular reports to the Board. The Nominating and Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominating and Governance Committee shall annually review its own performance.

E.       The operating procedures for the Nominating and Governance Committee with respect to meetings, notice of meetings, quorums and records shall be the same as stipulated for the Board set forth in the Company’s By-laws.

 

IV. Committee Authority and Responsibilities

A.       The Nominating and Governance Committee shall identify and recommend to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy that is anticipated or has arisen on the Board, in accordance with the criteria, policies and principles set forth in the Company’s Corporate Governance Principles and this Charter. The Nominating and Governance Committee shall report to the Board periodically on the status of these efforts. The Nominating and Governance Committee shall review candidates for the Board recommended by stockholders. After Board approval of a candidate recommended by the Nominating and Governance Committee, the invitation to join the Board shall be extended by the Chairman of the Board.

B.       The Nominating and Governance Committee shall identify and recommend director nominees to be presented for election at the annual meeting of stockholders of the Company (other than nominees whose nomination is mandated by contractual arrangements to which the Company is a party.) In so acting, the Committee shall endeavor to identify individuals meeting the criteria described in more detail in the Company’s Corporate Governance Principles, including high standards of personal and professional integrity who, as a group, are likely to be most effective in serving the interests of the Company stockholders.

C.      The Nominating and Governance Committee shall recommend to the Board directors to serve as members of each committee established by the Board, both annually and as needed to fill committee vacancies, except that the Chair of the Nominating and Governance Committee shall be selected by the Board. In addition, the Nominating and Governance Committee shall recommend to the Board a member of each of the aforementioned committees to serve as Chair.

D.      The Nominating and Governance Committee shall develop the Company’s Corporate Governance Principles and review them annually.

E.       The Nominating and Governance Committee shall review all executive officer requests to serve on boards (private or public or non-profit) unaffiliated with the Company, and recommend to the Board whether or not to approve such request.

F.       The Nominating and Governance Committee shall develop the self-evaluation methodology to be used by the Board and its Committees, initiate and oversee annually an appraisal of the performance of the Board in meeting its corporate governance responsibilities, and report back to the Board the findings of such evaluation.

G.      The Nominating and Governance Committee shall review with the Board, on an annual basis, the current composition of the Board in light of the characteristics of independence, age, skills, experience and availability of service to the Company of its members and of anticipated needs. The Nominating and Governance Committee shall establish and review with the Board the appropriate skills and characteristics required of Board members.

H.      The Nominating and Governance Committee shall review the appropriateness of continued service on the Board of members whose term is expiring, who have reached retirement age, or whose circumstances, including business or professional affiliations or responsibilities, have changed or who have accepted a directorship on another public company board or an appointment to an audit committee of another public company board.

I.         The Nominating and Governance Committee shall develop and oversee the orientation process for newly elected members of the Board and assist the Board in its implementation.

J.        The Nominating and Governance Committee shall regularly assess the adequacy of and need for additional continuing director education programs. The Committee supports continuing director education.

K.       The Nominating and Governance Committee shall evaluate and recommend the processes and practices through which the Board shall conduct its business, including (a) the structure, charter and membership of committees of the Board, and (b) committee member qualifications, appointment and removal.

L.       The Nominating and Governance Committee shall advise the Board periodically with respect to significant developments in the law and practice of corporate governance as well as the Company’s compliance with the Company’s Corporate Governance Principles and applicable laws and regulations, and make such recommendations to the Board on all matters of corporate governance and on any corrective action to be taken as the Nominating and Governance Committee may deem appropriate.

M.      The Nominating and Governance Committee shall annually review and make recommendations to the Board with respect to the compensation of the Company’s non-executive board members, including equity-based compensation.

N.      The Nominating and Governance Committee shall perform any other duties or responsibilities delegated to the Committee by the Board from time to time.

 

V. Nominating and Governance Committee Funding

As determined by the Nominating and Governance Committee and approved by the Board, the Company shall provide for appropriate funding for payment of compensation to outside legal counsel or any other advisors employed by the Nominating and Governance Committee and ordinary administrative expenses of the Nominating and Governance Committee that are necessary or appropriate in carrying out its duties.