STATEMENT OF POLICY
This Charter specifies the scope of the responsibilities of the Nominating
and Governance Committee (the "Committee") of the Board of
Directors (the "Board") of InPhonic,
Inc. (the "Company").
The primary responsibilities of the Committee are to (i)
identify individuals qualified to become Board members; (ii) recommend to
the Board, director nominees for each election of directors; (iii) develop
and recommend to the Board criteria for selecting qualified director
candidates; (iv) consider committee member qualifications, appointment and
removal; (v) recommend corporate governance principles, and, together with
the Audit Committee, codes of conduct and compliance mechanisms applicable
to the Company, and (vi) provide oversight in the evaluation of the Board
and each committee.
ORGANIZATION AND MEMBERSHIP REQUIREMENTS
The Committee shall be comprised of three or more directors, each of whom
shall satisfy the independence requirements established by Nasdaq rules, provided that one director who does not
meet the Nasdaq independence criteria may,
subject to the approval of the Board, serve on the Committee pursuant to,
and subject to the limitation under, the "exceptional and limited circumstances"
exception as provided under the Nasdaq rules.
The members of the Committee shall be appointed by the Board and shall
serve until their successors are duly elected and qualified or their
earlier resignation or removal. Any member of the Committee may be removed
or replaced by the Board. Unless a chairman is elected by the full Board,
the members of the Committee may designate a chairman by majority vote of
the full Committee membership. The Committee may, from time to time,
delegate duties or responsibilities to subcommittees or to one member of
A majority of the members shall represent a quorum of the Committee, and,
if a quorum is present, any action approved by at least a majority of the
members present shall represent the valid action of the Committee.
The Committee shall have the authority to obtain advice or assistance from
consultants, legal counsel, accounting or other advisors as appropriate,
and to agree the terms, costs and fees for such engagements. The fees and
costs of any consultant or advisor engaged by the Committee to assist it in
performing its duties hereunder shall be borne by the Company.
The Committee shall meet as often as it deems necessary to fulfill its
responsibilities hereunder, and may meet with management or individual
directors at any time it deems appropriate to discuss any matters before
The Committee shall maintain written minutes of its meetings, which minutes
will be kept with the minutes of the meetings of the Board. The chair of
the Committee shall make regular reports to the Board regarding actions
taken by the Committee.
COMMITTEE AUTHORITY AND RESPONSIBILITY
To fulfill its responsibilities and duties hereunder, the Committee shall:
Evaluate and recommend to the Board director nominees
for each election of directors, except that if the Company is at any time
legally required by contract or otherwise to provide any third party with
the ability to nominate a director, the Committee need not evaluate or
propose such nomination.
Determine criteria for selecting new directors,
including desired board size and composition, director skills and
attributes, and identify, interview and recommend individuals qualified to
Consider any nominations of director candidates
validly made by stockholders.
Review and make recommendations to the Board
concerning qualifications, appointment and removal of committee members.
Corporate Governance Functions
Review and report to the Board on a periodic basis
with regards to matters of corporate governance, including director
qualification standards, director responsibilities, committee
responsibilities, and annual performance evaluation of the Board and
In consultation with the Audit Committee, consider and
present to the Board for adoption a Code of Conduct applicable to all
employees and directors, which meets the requirements of Item 406 of the
SEC's Regulation S-K, and provide for and review prompt disclosure to the
public of any change in, or waiver of, such Code of Conduct.
Review, at least annually, the Company's compliance
with the Nasdaq
corporate governance listing requirements, and report to the Board
regarding the same.
Assist the Board in developing criteria for the
evaluation of Board and committee performance, and evaluate the Committee's
own performance on an annual basis.
Review and reassess the adequacy of this Charter as
appropriate and recommend any proposed changes to the Board for approval.
Perform any other activities consistent with this
Charter, the Company's Bylaws and governing law, as the Committee or the
Board deems necessary or appropriate.