NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
2003 Committee Charter : ATN
The purpose and responsibilities of the Nominating/Corporate Governance Committee
(the "Committee") shall be as follows:
1. To identify individuals qualified to become board members, consistent with
criteria approved by the Board of Directors, and to select, or to recommend that
the Board of Directors select, the nominees to stand for election as directors at
each annual meeting of stockholders or, if applicable, special meeting of
2. To develop and recommend to the Board of Directors a set of corporate
governance principles applicable to the Company.
3. To oversee the selection and composition of committees of the Board of
4. To oversee the evaluations of the Board of Directors and management.
The Board of Directors shall determine whether the Committee shall make
determinations as a Committee or shall make recommendations to the Board of Directors.
The Committee shall consist of three or more 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.
Appointment and Removal
The members of the Committee shall be appointed by the Board of Directors based on
nominations recommended by the Committee. Members 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 will chair all regular sessions of the Committee and set the agendas for Committee
Delegation to Subcommittees
The Board of Directors may allocate responsibilities of the Committee to other
committees of its own denomination provided that any such committee consists solely of
independent directors and has a published committee charter. In fulfilling its responsibilities, the
Committee also shall be entitled to delegate any or all of its responsibilities to a subcommittee of
The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. The Chairman of the Committee or a majority of the members of the
Committee may call meetings of the Committee. Any one or more members of the Committee
may participate in a meeting of the Committee by means of conference call or similar
communication device by means of which all persons participating in the meeting can hear each
All non-management directors who are not members of the Committee may attend
meetings of the Committee, but may not vote. In addition, the Committee may invite to its
meetings any director, member of 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.
Duties and Responsibilities
The Committee shall carry out the duties and responsibilities set forth below. These
functions should serve as a guide with the understanding that the Committee may determine to
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 this Charter.
In discharging its oversight role, the Committee is empowered to study or investigate any
matter of interest or concern that the Committee deems appropriate and shall have the sole
authority, without seeking Board approval, to retain outside counsel and other advisors for this
purpose, including the sole authority to approve the fees payable to such counsel and advisors
and any other terms of retention.
Board Selection, Composition, and Evaluation
1. Establish criteria for the selection of new directors to serve on the Board of
2. 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 may take into account all
factors it considers appropriate, which may include strength of character, mature
judgment, career specialization, relevant technical skills, diversity, and the extent
to which the candidate would fill a present need on the Board of Directors.
3. Review and make recommendations to the full Board of Directors, or determine,
whether members of the Board should stand for re-election and consider matters
relating to the retirement of Board members, including term limits or age caps.
4. In the case of a director nominated to fill a vacancy on the Board of Directors,
including a vacancy created by an increase in the size of the Board, recommend to
the Board of Directors an individual to fill the vacancy either through
appointment by the Board of Directors or through election by the stockholders,
and, if applicable, the class of directors in which the individual should serve.
5. Conduct all necessary and appropriate inquiries into the backgrounds and
qualifications of possible candidates. In that connection, the Committee 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
6. Consider questions of independence and possible conflicts of interest of members
of the Board of Directors and executive officers.
7. 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 has the requisite expertise and its membership consists of persons with
sufficiently diverse and independent backgrounds.
8. Oversee the evaluation, at least annually, and as circumstances otherwise dictate,
of the Board of Directors and management.
Committee Selection and Composition
9. Recommend members of the Board of Directors to serve or fill vacancies on the
committees of the Board, 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 when appropriate, make
recommendations regarding the removal of any member of any committee.
10. Recommend members of the Board of Directors to serve as the Chair of the
committees of the Board of Directors.
11. 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; the appointment and removal of
members of committees of the Board of Directors; the structure and operations of
the committees of the Board of Directors, including authority to delegate to
subcommittees; and as circumstances dictate, make any recommendations
regarding periodic rotation of directors among the committees and impose any
term limitations of service on any Board committee.
12. Periodically review the charter and composition of each committee of the Board
of Directors and make recommendations to the Board for the creation of
additional committees or the elimination of committees.
13. Consider 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 stockholders.
14. Develop and recommend to the Board of Directors a set of corporate governance
principles 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.
15. Consider 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.
Continuity/Succession Planning Process
16. Oversee and approve the management continuity planning process. Review and
evaluate the succession plans relating to the Chief Executive Officer and other
executive officer positions and make recommendations to the Board of Directors
with respect to the selection of individuals to occupy these positions.
17. Report regularly to the Board of Directors (a) following meetings of the
Committee, (b) with respect to such matters as are relevant to the Committee's
discharge of its responsibilities, and (c) 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 report.
18. Assist management in the preparation of the disclosure in the Company's annual
proxy statement regarding the operations of the Committee.
19. Maintain minutes or other records of meetings and activities of the Committee.
Annual Performance Evaluation
The Committee shall perform a review and evaluation, at least annually, of the
performance of the Committee, 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.