D&E Communications, Inc.
Nominating and Governance Committee Charter
Adopted September 27, 2007
Purpose
Composition
The Committee shall consist of at least four directors, as determined annually by the Board on the recommendation of the Chairman of the Board. Committee members may be replaced by the Board at any time. The Board’s Chairman shall designate the Chairman of the Committee. All of the members of the Committee shall be independent directors who shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment and who meet any requirements imposed by the listing standards of the NASDAQ Stock Market. Members should have prior experience as a director or executive of a publicly held company or other experience that provides an understanding of issues of corporate governance. The Committee shall have the authority to delegate matters to subcommittees.
Meetings
The Committee shall have such regularly scheduled or special meetings as it shall determine necessary and appropriate in order to comply with its responsibilities. The Committee may invite to its meetings, or meet privately with, others, including representatives of the Company’s management and outside consultants and advisors. The Committee shall regularly report to the Board on its activities.
Retention of Advisors and Consultants
The Committee shall have the authority to retain attorneys or such other advisors as it deems appropriate and shall have the sole authority to retain and terminate any search firm used to identify candidates and the sole authority to approve the search firm’s fees and other retention terms.
Responsibilities and Duties
In performing its responsibilities, the Committee shall:
- Develop and recommend to the Board appropriate corporate governance standards and review such corporate governance standards at least annually to insure compliance.
- Determine and recommend to the Board qualification standards for director candidates.
- Receive and evaluate nominations for director candidates submitted by shareholders and recommend procedures to the Board to be followed by shareholders who desire to make nominations.
- Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders.
- Identify, interview and recruit candidates for the Board.
- Consider questions of possible conflicts of interest of Board members and senior executives, and review the outside activities of senior executives
- Develop and maintain a director orientation program for new directors and assist directors with compliance with director education standards imposed by the listing standards of the NASDAQ Stock Market, the Securities and Exchange Commission, any other agencies or appropriate legislative initiatives as needed.
- Annually review the performance of the Board.
- Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.
- Nominate to the full Board candidates for the positions of Chairman and Vice Chairman.
- If applicable, recommend the Lead Director who will preside at the executive sessions of the non-employee directors.