2003 Committee Charter : ELNK

EARTHLINK, INC.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
of the
BOARD OF DIRECTORS
CHARTER
(As of January 23, 2003) I.
Charter
This document shall be the official governing Charter ("Charter") of the Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of EarthLink, Inc., a Delaware corporation (the "Company"), adopted by the Committee and the Board as of January 23, 2003. This Charter hereby replaces and supersedes all former Charters, including the Charter of the Nominating Committee of the Board adopted in February 2000. Definitions of certain terms used in this Charter are included in the Definitions section herein. II.
Purpose and Scope
The Committee's overall purposes are to (a) oversee the Company's corporate governance principles, guidelines and practices, including compliance with the Company's Code of Business Conduct and Ethics, and (b) identify, interview, qualify and nominate individuals to stand for election to or fill any vacant seats on the Board. In addition, the Chairman of the Committee may call a meeting of all of the Company's Independent Directors at any time upon reasonable notice to all of the Independent Directors. III.
Composition; Organization
The Committee shall consist of two (2) or more Independent Directors, which number shall be determined by the Board from time to time in its discretion.
The Board annually shall elect the members of the Committee to serve for a term of one (1) year or other length of term, in the discretion of the Board, and shall otherwise serve until their successors are duly elected and qualified. Each member of the Committee shall serve at the pleasure and discretion of the Board and may be replaced or removed by the Board at any time and from time to time in its discretion. At the time of each annual election of the Committee members, or at other times in the discretion of the Committee or the Board, the Committee shall designate one member of the Committee to be its Chairman; in the absence of such designation by the Committee, the Board shall designate the Chairman.
#333123 EarthLink--Corporate Governance and Nominating Committee Charter (January 23, 2003)
IV. Meetings; Voting; Procedures
The Committee shall meet as frequently as the discharge of its responsibilities shall require. The Chairman or a majority of the members of the Committee may call meetings of the Committee upon reasonable notice to all members of the Committee. The Committee shall meet at such times and places as shall be determined by the Chairman. At each meeting of the Committee, a majority of the members shall constitute a quorum, and a majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. When present, the Chairman will preside at all meetings of the Committee. The Committee may meet in person or by telephonic or video conference, and may take actions by unanimous written consent of all the members of the Committee. The Committee shall keep regular minutes of its proceedings and shall report to the Board in an appropriate and timely fashion. V.
Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
Corporate Governance 1. 2. (a) (b) (c)
Review and oversee the Company's corporate governance principles, guidelines and practices and the Company's compliance with applicable corporate governance legal requirements. The Committee shall advise the Board with respect to the charters, structure and operations of the various Committees of the Board and qualifications for membership thereon.
Oversee the Company's Code of Business Conduct and Ethics (the "Code").
The Committee shall oversee the Company's procedures for handling the receipt, retention and treatment of complaints received by the Company regarding material violations of applicable law, unethical conduct and breaches of the Code (other than matters relating to accounting, internal accounting controls or auditing, or matters relating to the Code of Ethics for Chief Executive Officer/Senior Financial Officers, all of which shall be subject to the oversight of the Audit Committee), including procedures for the confidential, anonymous submission by employees of concerns related thereto. The Committee shall have the authority to oversee, investigate and take remedial action with respect to any and all complaints regarding material violations of applicable law, unethical conduct and breaches of the Code (other than matters relating to accounting, internal accounting controls or auditing, or matters relating to the Code of Ethics for Chief Executive Officer/Senior Financial Officers).
At least quarterly, the Company's General Counsel shall report directly to the Committee as to the receipt by the Company of any complaints relating to material violations of applicable law, unethical conduct and breaches of the Code (other than matters relating to accounting, internal accounting controls or auditing, or matters relating to the Code of Ethics for Chief Executive Officer/Senior Financial Officers) of which the General Counsel is aware. 2 #333123 EarthLink--Corporate Governance and Nominating Committee Charter (January 23, 2003)
At least annually, the Committee shall report to the Board as to the status of all complaints relating to material violations of applicable law, unethical conduct and breaches of the Code (other than matters relating to accounting, internal accounting controls or
auditing, or matters relating to the Code of Ethics for Chief Executive Officer/Senior Financial Officers) of which the Committee is aware.
Nominations 3. 4. 5.
Have sole authority and responsibility for identifying, interviewing, qualifying and recommending to the Board nominees to stand for election to or to fill any vacant seats on the Board. The Board will be responsible for recommending prospective nominees to the stockholders for their consideration. All such nominees that become members of the Board shall serve in accordance with the Company's Bylaws and Certificate of Incorporation.
When qualifying prospective nominees, the Committee shall consider the current composition of the Board and the characteristics of each individual under consideration, including that individual's competencies, experience, reputation, integrity, independence, potential for conflicts of interest and other appropriate qualities. When considering a director standing for re-election, in addition to the attributes described above, the Committee shall consider that individual's past contribution and future commitment to the Company. The Committee is responsible for reviewing with the Board on an annual basis the appropriate skills and characteristics required of Board members in the context of the current composition of the Board.
Make recommendations to the Board regarding the size of the Board and the tenure and classifications of Directors.
General 6. 7. 8. 9. VI.
Annually perform an evaluation of itself.
Retain, in its sole discretion, experts, consultants and other advisors to aid the Committee in fulfilling its duties pursuant to this Charter and all applicable federal and state laws and stock exchange rules.
Review and reassess the adequacy of this Charter as frequently as the Committee deems appropriate. If any revisions to the Charter are deemed necessary or appropriate, submit such recommended changes to the Board for its consideration and approval.
Perform such other functions as the Board may request.
Definitions
In the event the applicable rules and requirements of the Securities and Exchange Commission or the Nasdaq Stock Market are amended from time to time to revise their defined terms, the corresponding definitions herein shall be automatically amended to conform to such definitions as revised by the Securities and Exchange Commission or the Nasdaq Stock Market, as applicable.
Director shall mean a duly elected and qualified individual serving on the Board of the Company.
3 #333123 EarthLink--Corporate Governance and Nominating Committee Charter (January 23, 2003)
Independent Director A person other than an officer or employee of the Company or any of its subsidiaries or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent for these purposes: (a) (b) (c) (d) (e)
a director who is or has been employed by the Company or any of its affiliates for the current year or any of the past three (3) years;
a director who accepts any compensation from the Company or any of its affiliates in excess of $60,000 during the previous fiscal year, other than compensation for Board service, benefits under a tax-qualified retirement plan or other non-discretionary compensation;
a director who is a member of the immediate family of an individual who is, or has been in any of the past three (3) years, employed by the Company or any of its affiliates as an executive officer. Immediate family members include a person's spouse, parents, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law and anyone who resides in such person's home;
a director who is a partner in, or a controlling shareholder or an executive officer of, any for-profit business organization to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company's securities) that exceed 5% of the Company's or business organization's consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three (3) years; or
a director who is employed as an executive of another entity where any of the Company's executives serve on that entity's compensation committee.
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4 #333123 EarthLink--Corporate Governance and Nominating Committee Charter (January 23, 2003)