NOMINATING AND CORPORATE GOVERNANCE
The purpose of the Nominating and Corporate Governance
Committee (the "Committee") of the Board of Directors (the
"Board") of AsiaInfo Holdings, Inc. (the "Company") is to
ensure that the Board is properly constituted to meet its
fiduciary obligations to stockholders and the Company, and to
ensure that the Company has and follows appropriate governance
standards. To carry out this purpose, the Committee shall: (1)
assist the Board by identifying prospective director nominees
and recommending to the Board the director nominees for each
annual meeting of stockholders; (2) develop and recommend to
the Board the governance principles applicable to the Company;
(3) oversee the evaluation of the Board and management; (4)
recommend to the Board director nominees for each committee;
and (5) establish and administer Board and committee member
In order to carry out the purposes described above, the
Committee will have the following duties.
- Any time the Committee is informed that the Board is
considering adding a member to fill a vacancy or a newly
created position, and any other time the Committee
determines that the Board should consider adding a member,
the Committee shall conduct a search for a person or persons
to be added to the Board, and make recommendations to the
Board as a result of the search.
- To the extent the Committee deems appropriate, the
Committee shall retain search firms to assist in searches by
the Committee for persons to be added to the Board.
- The Committee shall adopt criteria which the Committee
will apply in its selection of new directors.
- At least annually, the Committee shall review the
performance of each member of the Board.
- The Committee shall review the Board's annual evaluation
of its own performance.
- The Committee shall consult from time to time with the
Chairman of the Board to obtain his views about whether new
members should be added to the Board and about whether
current members should be re-nominated or replaced.
- The Committee shall develop and periodically review
corporate governance guidelines relating to the membership
and functioning of the Board of Directors and any other
matters the Committee deems appropriate.
- The Committee shall recommend appropriate corporate
governance guidelines, and any proposed changes to those
corporate governance guidelines, to the Board.
- In connection with its development and review of
corporate governance guidelines, the Committee shall consult
with the Company's legal counsel (which may include either
or both of the Company's internal and external legal
counsel) about relevant legal requirements and consult other
experts about any other matters the Committee deems
appropriate in connection with its development and review of
corporate governance guidelines.
- The Committee shall review with the Company's general
counsel at least annually the extent to which the Company
and its Directors are complying with the Company's corporate
governance guidelines, and, if necessary, recommend to the
Board steps to improve compliance with the corporate
- The Committee shall conduct an annual evaluation of its
- The Committee shall conduct an annual review of this
Charter and recommend to the Board any changes the Committee
- The Committee shall ensure that independent members of
the Board convene executive sessions regularly.
- The Committee shall evaluate and recommend termination
of membership of individual directors in accordance with the
Board's governance principles, for cause or for other
- The Committee shall review, approve and monitor the
Company's code of ethics for senior financial officers.
- The Committee shall conduct an annual review on
succession planning, report its findings and recommendations
to the Board, and work with the Board in evaluating
potential successors to executive management positions.
- The Committee shall make regular reports to the Board.