2003 Governance Charter: NXTL
The Corporate Governance & Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Nextel Communications, Inc. (the "Company") (a) evaluates the Company's corporate governance effectiveness and recommends such revisions as it deems appropriate to improve the corporate governance of the Company, the Board or any committee of the Board, and (b) identifies individuals qualified to become Board members and recommends (i) candidates to fill newly created director positions or Board vacancies (other than vacancies for directors elected pursuant to nomination rights now held by third parties ("Designated Directors")), (ii) whether incumbent directors should be nominated for re-election to the Board upon the expiration of their terms, and (iii) directors to serve on committees of the Board.
The Committee will be composed of three or more directors as determined by the Board. Each Committee member must be "independent" as defined by the requirements of the primary trading market or securities exchange on which the Company's securities are traded. The Board will appoint each Committee member and will designate one of the members as Chairperson of the Committee. Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no long a Board member.
Duties and Responsibilities
The duties and responsibilities of the Committee will include the following:
Corporate Governance Evaluation. The Committee will evaluate the Company's corporate governance effectiveness and recommend such revisions as it deems appropriate to improve the corporate governance of the Company, the Board or any committee of the Board. Areas of evaluation may include the independence of Board and committee members, Board compensation, the functions of the Board or any committee of the Board, Board self-assessments, the structure and format of meetings of the Board or any committee, Board retirement policies, outside activities of senior executives, director and officer indemnification, succession planning, director and officer continuing education programs, shareholder/board communications mechanisms, and such other areas of inquiry as deemed appropriate. The Committee will regularly review issues and developments relating to corporate governance and revise the Committee's corporate governance recommendations accordingly.
The Committee will meet at least twice a year or more frequently as necessary to carry out its responsibilities under this Charter. The Committee Chair will, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Any Committee member may submit items to be included on the agenda. Committee members may also raise at any meeting subjects that are not on the agenda. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. A majority of the number of Committee members selected by the Board will constitute a quorum for conducting business at a meeting of the Committee. The act of a majority of Committee members present at a Committee meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law or the Company's certificate of incorporation or by-laws. The Committee Chair will supervise the conduct of the meetings and will have other responsibilities as the Committee may specify from time to time.
The Committee may request any officer or other employee of the Company, or any representative of the Company's legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee.
Resources and Authority
The Committee will have appropriate resources and authority to discharge its responsibilities as required by law, including the authority to engage independent counsel and other advisors, as the Committee deems necessary to carry out its duties. The Committee may also, to the extent it deems necessary or appropriate, meet with the Company's investment bankers or financial analysts who follow the Company. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation (a) to the Company's independent auditors engaged for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Company, and (b) to any advisors retained by the Committee to assist it in carrying out its responsibilities.
At least annually, the Committee will (i) review this Charter with the Board and recommend any changes to the Board, and (ii) evaluate its performance against the requirements of this Charter and report the results of this evaluation to the Board. The Committee will conduct its review and evaluation in such manner as it deems appropriate.
March 1, 2003