2003 Committee Charter : BLS

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BELLSOUTH CORPORATION
DIRECTOR NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE
CHARTER
COMPOSITON OF THE COMMITTEE
The Director Nominating and Corporate Governance Committee shall:
  • Be appointed by the Board of Directors
  • Be composed of three or more members of the Board of Directors each of whom are
    independent under the definition set forth by the New York Stock Exchange (NYSE) and
    the Securities and Exchange Commission (SEC)
    DUTIES AND RESPONSIBILITIES CORPORATE GOVERNANCE
    The Committee shall have the responsibility for making recommendations to the Board with
    respect to the governance of the Company and the Board as follows:
    1. Recommend to the Board amendments to the Articles of Incorporation and By-laws
    2. Develop and recommend to the Board of Directors a set of corporate governance
    principles applicable to the corporation
    3. Make recommendations to the Board regarding governance policies and practices,
    including:
    a. The structure, charter, practices and policies of the Board of Directors, including
    but not limited to:
  • size of the Board
  • retirement age
  • new director orientation
  • criteria for membership
  • stock ownership guidelines
  • schedule of meetings and review of agenda
  • independence of outside directors
  • mix of management and independent directors
  • conflict of interest issues
  • other affiliations of the CEO
    b. The structure and charter of Board committees
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    4. Ensure that processes are in place for annual CEO performance appraisal and reviews
    of succession planning and management development
    5. Establish procedures for the Committee to exercise oversight of the evaluation of the
    Board and management
    6. Serve as the primary resource for the Board in evaluating issues of corporate
    governance
    DUTIES AND RESPONSIBILITIES BOARD GOVERANCE
    Nominating Board Candidates
    7. Recommend criteria for membership on the Board, including length of tenure,
    expertise, business experience, character, other board memberships of the candidate
    8. Identify individuals qualified to become directors; review the qualifications of and
    recommend to the Board nominees for election as members of the Board of Directors.
    In identifying candidates for membership on the Board of Directors, the Committee
    shall take into account all factors it considers appropriate, which may include strength
    of character, mature judgment, career specialization, relevant technical skills, diversity
    and the extent to which the candidate would fill a present need on the Board of
    Directors
    9. Conduct all necessary and appropriate inquiries into the backgrounds and qualification
    of possible candidates. In that connection, the Committee shall have sole authority to
    retain and to terminate any search firm to be used to assist it in identifying candidates to
    serve as directors of the corporation, including sole authority to approve the fees
    payable to such search firm and any other terms of retention
    Director Compensation
    10. Recommend a corporate philosophy and strategy governing director compensation and
    provide oversight and monitor the Company's program of director compensation and
    benefits to ensure consistency with the philosophy and strategy
    11. Recommend to the Board the program of compensation and benefits offered to
    nonemployee members of the Board
    Committees
    12. Recommend to the Board policy regarding rotation of committee members and chairs
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    13. Recommend to the Board, in accordance with Board policy:
  • assignment of members to committees
  • appointment of committee chairs
  • rotation of committee members
  • frequency of meetings
    DUTIES AND RESPONSIBILITIES ANNUAL ASSESSMENT AND
    MONITORING OF BOARD PERFORMANCE
    14. Recommend a process for annual assessment of Board performance
    15. Monitor and liaison with the Board on any director qualifications or resignation issues,
    including but not limited to:
  • change in professional affiliations or status
  • performance
    DUTIES AND RESPONSIBILITIES GENERAL
    16. Undertake from time to time additional activities within the scope of the Committee's
    charter, as it may deem appropriate
    ANNUAL PERFORMANCE EVALUATION
    17. The Committee shall perform a review and evaluation, at least annually, of the
    performance of the Committee and its members, including by reviewing the compliance
    of the Committee with this Charter. In addition, the Committee shall review and
    reassess, at least annually, the adequacy of this Charter that the Committee considers
    necessary or valuable
    As amended effective 9/23/2002.