The Board of Directors (the “Board”) of PRIMEDIA Inc. (the "Company") will appoint a Nominating and Corporate Governance Committee (the “Committee”) of at least three members, and designate one member as chairperson or delegate to the Committee the authority to designate a chairperson. Each member will serve until her/his successor is appointed by the Board.
Purpose, Duties and Responsibilities
The purpose, duties and responsibilities of the Committee are to:
(i) identify individuals qualified to become Board members;
(ii) select, or recommend to the Board, proposed nominees for election to the Board at each annual meeting of stockholders;
(iii) provide recommendations to the Board concerning the size, function, needs and composition of the Board and its committees;
(iv) oversee the evaluation of the Board and senior management of the Company; and
(v) perform a leadership role in shaping the Company's corporate governance principles and guidelines, including recommending any necessary changes.
Specific duties and responsibilities of the Committee include, without limitation, the following:
· To review the qualifications of candidates for directors identified by the Committee or suggested by Board members, stockholders, management and other parties in accordance with the criteria established by the Committee and approved by the Board;
· To recommend to the Board a slate of nominees for election or re-election at each annual meeting of stockholders;
· To recommend to the Board candidates to be elected to the Board to fill vacancies and newly created directorships, whether by reason of disqualification, death, resignation, retirement or increase in size of the Board;
· To review and recommend to the Board retirement and other tenure policies for directors;
· To review on a regular basis and, if necessary, recommend changes to, the Company’s corporate governance principles;
· To review and assess the channels through which the Board receives information, and the quality and timeliness of information received;
· To evaluate on an annual basis the performance of the Committee and the adequacy of this charter; and
· To periodically report to the Board on the
Committee’s activities and actions.
The Committee will have the authority to retain at the expense of the Company such outside counsel, experts, and other advisors as it determines appropriate in the fulfillment of its responsibilities. The Committee shall have the authority to determine the compensation payable to any such counsel, expert or other advisor.
The Committee will meet as often as may be deemed necessary or appropriate, in its judgment, but no less frequently than quarterly, either in person or telephonically, and at such times and places as the Committee determines. The Chairman of the Committee will preside at each meeting of the Committee. The majority of the members of the Committee constitutes a quorum. The Committee may, from time to time, decide to act by unanimous written consent in lieu of a meeting.