CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER
Adopted by the Board of Directors
Metro One Telecommunications, Inc.
The purpose of the Corporate Governance and Nominating
Committee (the “Committee”) of the Board of Directors (the “Board”) of Metro
One Telecommunications, Inc. (the “Company”) is to identify individuals
qualified to serve as members of the Board, recommend to the Board nominees for
election as directors of the Company, evaluate the Board’s performance, develop
and recommend to the Board corporate governance guidelines, develop and
recommend to the Board codes of ethics and conduct, and generally to provide
oversight with respect to corporate governance and ethical conduct.
The Committee shall be composed of two or more
directors, as determined by the Board, each of whom shall be an independent director
as determined under the rules of the National Association of Securities
Dealers, Inc. pertaining to listing on the Nasdaq Stock Market.
The Committee is charged by the Board with the
and evaluate individuals qualified to serve as members of the Board, and
recommend to the Board nominees for election as directors of the Company at the
next meeting of shareholders at which directors are to be elected and
individuals to fill any vacancies or newly created directorships that may occur
between such meetings.
an annual evaluation of the performance of the Board and discuss the evaluation
with the full Board.
to be prepared and recommend to the Board the adoption of corporate governance
guidelines, and periodically review and assess the guidelines and recommend
changes for approval by the Board.
to be prepared and recommend to the Board the adoption of a code of ethics for
the Chief Executive Officer and all senior financial officers and a code of
conduct for all officers, directors and employees, which codes may be
incorporated in the same document, and periodically review and assess such
code(s), and recommend changes for approval by the Board.
minutes of Committee meetings to the Board, and report to the Board on any
significant matters arising from the Committee’s work.
least annually, review and reassess this Charter and, if appropriate, recommend
changes to the Board.
recommendations to the Board regarding issues of management succession.
such other duties and responsibilities as may be assigned to the Committee by
By adopting this Charter, the Board delegates to the
Committee full authority in its discretion to:
each of the responsibilities of the Committee described above.
such of its authority and responsibilities as the Committee deems proper to
members of the Committee or a subcommittee.
a chair of the Committee, unless a chair is designated by the Board.
and terminate search firms, independent counsel and other advisers as the
Committee determines necessary to carry out its responsibilities, and approve
the fees and other terms of retention of any such search firms, independent
counsel and other advisers.
the officers of the Company to provide such funding as the Committee shall
determine to be appropriate for payment of compensation to any search firm or
other advisers engaged by the Committee.