|CORPORATE GOVERNANCE AND NOMINATING
COMMITTEE CHARTER *
The Board of Directors of Telephone and Data Systems, Inc. (the “Company”) has
established the Corporate Governance and Nominating Committee (the “Committee”) to advise the Board
on corporate governance matters, including developing and recommending to the Board a
set of corporate governance guidelines for the Company.
The Committee shall consist of three members – two chosen from among the directors
elected by the Series A shareholders and one from among the directors elected by the
Common shareholders. The Board shall appoint the members of the Committee, and
designate one member to be its Chair. Committee members may be replaced, and the
Chair may be changed, from time to time by the Board.
The Committee shall meet as often and at such time and place as the Committee shall
determine. Representatives of management shall attend meetings as requested by the
Chair. A quorum for the transaction of business at any meeting of the Committee shall
consist of two Committee members.
The Chair shall, in consultation with other Committee members, set the agenda for, and
preside at, meetings of the Committee.
IV. EXTERNAL ADVISORS
The Committee shall have the authority to engage advisors as it deems necessary to carry
out its duties. The Committee shall also have authority to obtain advice and assistance
from any officer or employee of the Company.
The Company shall provide appropriate funding, as determined by the Committee, for
payment of (i) any advisor retained by the Committee and (ii) ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee shall promptly report to the Board of Directors its engagement of any
advisor, including the scope and terms of such engagement.
The Committee shall:
- develop and submit to the Board proposed corporate governance
guidelines for the Company and, from time to time, review and reassess
the adequacy of the Company’s corporate governance guidelines and
recommend any changes to the Board;
- develop selection objectives and oversee the search for qualified
individuals to serve on the Board; and recommend to the Board
prospective nominees and the re-nomination of incumbent directors as it
- advise the Board on corporate governance matters, including the structure,
practices and policies of the Board, including such matters as:
- size of Board
- term limits
- director responsibilities
- new director orientation
- director continuing education
- director compensation
- director stock ownership guidelines
- Board committee structure;
- review and report to the Board with respect to director and officer liability
- report to the Board as appropriate on its actions and deliberations;
- review and evaluate at least annually its own performance and
- perform such other duties as the Board of Directors shall, from time to
time, assign to it.
* As adopted by the Board of Directors on May 22, 2008
Audit Committee Charter
Compensation Committee Charter