2003 Committee Charter : CNXT

Governance & Composition Committee
Charter
The Board Governance and Composition Committee shall consist of a minimum of two
members of the Board of Directors, all of whom shall be independent directors and shall satisfy
the Nasdaq standard for independence. Members of the Committee shall be appointed and may
be removed by the Board of Directors and shall have the following powers and duties:
1. Develop and recommend to the Board of Directors for its approval a set of corporate
governance guidelines, which the Committee shall review on an annual basis, or more
frequently if appropriate, and recommend changes as necessary;
2. Develop and recommend to the Board of Directors for its approval an annual selfevaluation
process of the Board and its committees. The Committee shall oversee the
annual self-evaluations;
3. Review, in consultation with the Chairman of the Board, the Chief Executive Officer
and other Directors, the Board of Directors' committee structure and to recommend to
the Board for its approval the Directors to serve as members of each committee. The
Committee shall review and recommend slates annually and shall recommend additional
committee members to fill vacancies as needed;
4. Recommend, in consultation with the Chairman of the Board, the Chief Executive
Officer, to the Board of Directors (i) nominees to fill vacancies in membership of the
Board as they occur among the Directors, and (ii) prior to each Annual Meeting of
Shareowners, a slate of nominees for election as Directors at such meeting. For an
individual being considered for election to the Board for the first time, the Committee
shall submit its recommendation to the Board of Directors in advance of ascertaining the
willingness of the recommended candidate to serve if elected;
5. Lead the search for qualified candidates, who may be submitted by Directors,
officers, employees, shareowners and others. In fulfilling this responsibility, the
Committee shall also consult with the Chairman of the Board, the Chief Executive
Officer, and other Directors concerning Director candidates;
6. Prepare, not less frequently than every three years, and submit to the Board of Directors
for adoption by the Board of Directors, a list of selection criteria to be used by the
Committee.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees,
as the Committee may deem appropriate in its sole discretion.
The Committee shall have the authority to retain any search firm engaged to assist in identifying
director candidates, and to retain outside counsel and any other advisors as the Committee may
deem appropriate in its sole discretion. The Committee shall have sole authority to approve
related fees and retention terms.
The Committee shall report its actions and recommendations to the Board after each Committee
meeting and shall conduct and present to the Board an annual performance evaluation of the
Committee. The Committee shall review at least annually the adequacy of this charter and
recommend any proposed changes to the Board for approval.