2003 Nominating Charter: FON

NCGC Charter - Version 1.0 (3-19-03)
SPRINT CORPORATION
CHARTER OF THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE
I. COMMITTEE PURPOSE
The primary function of the Nominating and Corporate Governance Committee (the
"Governance Committee") is to ensure that Sprint Corporation ("Sprint") has effective corporate
governance policies and procedures and an effective Board and Board review process. In
fulfilling this function, the Governance Committee (1) assists the Board by identifying qualified
candidates for director; (2) recommends to the Board the director nominees for the next annual
meeting of the shareholders; (3) recommends to the Board director nominees for each Board
Committee; and (4) develops, reviews and recommends to the Board for approval corporate
governance guidelines for Sprint.
II. COMMITTEE COMPOSITION
The Governance Committee will be comprised of at least three members. All members
of the Governance Committee must satisfy the independence requirements and the other director
qualification standards set forth in Sprint's Corporate Governance Guidelines. The members and
chair of the Governance Committee will be appointed by the Board annually and serve until
removed by the Board or their successors have been duly appointed and qualified.
III. COMMITTEE MEETINGS
The Governance Committee will meet as often as required to fulfill its responsibilities set
forth in this Charter, but no less than three times a year. The Governance Committee may meet
in person or telephonically. The chair or his or her designee will preside over all meetings of the
Governance Committee. The Governance Committee will report regularly to the Board.
IV. PRINCIPAL COMMITTEE RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Governance Committee will:
1. Evaluate, in consultation with the Chairman of the Board and Chief Executive
Officer, the current composition, size, role and functions of the Board and its
committees to oversee successfully the business and affairs of Sprint in a manner
consistent with Sprint's Corporate Governance Guidelines, and make
recommendations to the Board for approval.
2. Determine, in consultation with the Chairman of the Board and Chief Executive
Officer, director selection criteria consistent with Sprint's Corporate Governance
Guidelines, and conduct searches for prospective directors whose skills and
attributes reflect these criteria.
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3. Evaluate, in consultation with the Chairman of the Board and Chief Executive
Officer, nominees, including nominees nominated by shareholders, and
recommend nominees for election to the Board.
4. Evaluate, in consultation with the Chairman of the Board and Chief Executive
Officer and the Lead Independent Director as appropriate, and make
recommendations to the Board concerning the appointment of directors to Board
committees and the selection of Board committee chairs consistent with Sprint's
Corporate Governance Guidelines.
5. Consider, in consultation with the Chairman of the Board and the Chief Executive
Officer and the Lead Independent Director as appropriate, matters of corporate
governance, including the review of Sprint's Corporate Governance Guidelines,
and make recommendations to the Board for approval.
6. Assist the Board and Sprint's officers in ensuring compliance with and
implementation of Sprint's Corporate Governance Guidelines.
7. Determine the methods and execution of the annual evaluations of the Board's,
each Board committee's, and each director's effectiveness and support the annual
performance evaluation process.
8. Evaluate and make recommendations to the Board regarding director retirements,
resignations and renominations and directors' changes in circumstances in
accordance with Sprint's Corporate Governance Guidelines.
9. Establish and make recommendations to the Board regarding policies for director
compensation.
10. Annually evaluate the Governance Committee's performance.
11. Annually review and reassess the adequacy of this Charter.
12. Delegate authority to subcommittees when appropriate.
13. Perform any other activities consistent with this Charter, Sprint's Bylaws, Articles
of Incorporation and governing law, as the Board considers appropriate and
delegates to the Governance Committee.
V. DIRECTOR SEARCH FIRMS AND OUTSIDE ADVISORS
The Governance Committee has the sole authority, at Sprint's expense, (1) to retain, to
determine the fees and other terms of engagement, and to terminate the services of search firms
to be used to identify candidates to serve as a director, and (2) to engage the services of outside
advisors to assist it in the discharge of its duties. At least once every three years the Governance
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Committee will retain an outside advisor to give a report on whether the current compensation
programs provide an appropriate level of compensation to the Board's non-employee members.