GENERAL COMMUNICATION, INC.
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER*
Purpose
The purpose of the Nominating and Corporate Governance Committee
("Committee") is to act on behalf of the board of directors ("Board") of General
Communication, Inc. ("Company") and generally to carry out the following and as
further described in this charter:
o Nominations - Identify and recommend nominees for the Board and
its committees.
o Corporate Governance - Review and recommend to the Board, or
independently take, action on various Company corporate governance
issues.
o Complaints - Receive and respond to certain complaints
("Complaints") raised by Company employees regarding alleged
illegal acts or behavior-related conduct by Board members in
violation of the Company's Code of Business Conduct and Ethics
("Ethics Code").
o Supervision - Supervise the Company's Chief Financial Officer
("Chief Financial Officer") in the context of the Ethics Code.
o Other - Carry-out other assignments as designated by the Board.
Membership
The following are prerequisites for, and conditions on, membership on
the Committee:
o Number, Qualifications - The Committee shall consist of at least
three, and no more than eleven, Board members meeting the
following qualifications:
- Independent - Each member of the Committee must be an
independent director as the term is defined in this charter
("Independent Director").
o Term - Subject to the terms of this charter -
- Member Appointment - Members of the Committee shall be
appointed by the Board and shall serve at the pleasure of the
Board for such term as the Board may determine, taking into
account the recommendations of the Committee.
- Chair Selection - The Committee chair shall be selected by the
Committee members or, if the Board directs, by the Board,
taking into account the recommendations of the Committee.
o Independent Director - An Independent Director is one that meets
the definition of an"independent director" as prescribed by Nasdaq
Stock Market Rule 4200(a)(15) ("Nasdaq Independence Rule") which
reads as follows -
- -------------------
*As revised by the board of directors of General Communication, Inc., effective
as of February 24, 2004.
Page 1
"means a person other than an officer or employee of the
company or 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:
(A) a director who is, or at any time during the past
three years was, employed by the company or by any parent or
subsidiary of the company;
(B) a director who accepted or who has a Family
Member who accepted any payments from the company or any
parent or subsidiary of the company in excess of $60,000
during the current or any of the past three fiscal years,
other than the following:
(i) compensation for board or board
committee service;
(ii) payments arising solely from
investments in the company's securities;
(iii) compensation paid to a Family Member
who is a non-executive employee of the company or a
parent or subsidiary of the company;
(iv) benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
or
(v) loans permitted under Section 13(k) of
the . . . [Securities Exchange Act of 1934 ("Exchange
Act")]. Provided, however, that audit committee
members are subject to additional, more stringent
requirements under [Nasdaq Stock Market ("Nasdaq")]
Rule 4350(d).
(C) a director who is Family Member of an individual
who is, or at any time during the past three years was,
employed by the company or by any parent or subsidiary of the
company as an executive officer;
(D) a director who is, or has a Family Member who is,
a partner in, or a controlling shareholder or an executive
officer of, any organization to which the company made, or
from which the company received, payments for property or
services in the current or any of the past three fiscal years
that exceed 5% of the recipient's consolidated gross revenues
for that year, or $200,000, whichever is more, other than the
following:
(i) payments arising solely from investments
in the company's securities; or
(ii) payments under non-discretionary
charitable contribution matching programs.
(E) a director of the listed company who is, or has a
Family Member who is, employed as an executive officer of
another entity where at any time during the past three years
any of the executive officers of the listed company serve on
the compensation committee of such other entity; or
(F) a director who is, or has a Family Member who is,
a current partner of the company's outside auditor, or was a
partner or employee of the company's outside auditor who
worked on the company's audit at any time during any of the
past three years.
(G) In the case of an investment company, in lieu of
paragraphs (A)-(F), a director who is an "interested person"
of the company as defined in section 2(a)(19) of the
Investment Company Act of 1940, other than in his or her
capacity as a member of the board of directors or any board
committee."
Page 2
o Lack of Independence - The following conditions are incompatible
with a director being independent under the Nasdaq Independence
Rule, unless they have been absent for three years-
- Company Employment, Family Member - Being employed by the
Company, any parent, or any subsidiary of the Company, or
having a "Family Member" who is employed as an executive
officer of any of those entities.
|X| The Nasdaq Independence Rule defines "Family Member" as "a
person's spouse, parents, children and siblings, whether
by blood, marriage or adoption, or anyone residing in such
person's home."
- Company Payments - Receiving more than $60,000 in payments
from the Company (including any parent or subsidiary of the
Company) or having a Family Member who received payments in
that amount. The payments referred to here exclude director
and committee fees, payments from investments in the Company's
securities, compensation to a family member who is not an
executive officer of the Company (or a parent or subsidiary of
the Company), loans permitted under Section 13(k) of the
Exchange Act, and pension or other deferred compensation for
prior service that is not contingent on continued service.
- Service on Compensation Committee - Being an executive officer
of another entity that has had any of the Company's executive
officers serve on its compensation committee or having a
family member who was an executive officer of another entity
under such conditions.
- External Auditor Partner - Being a current partner of the
Company's independent external auditor ("External Auditor") or
partner or employee of the External Auditor who worked on the
Company's audit any time in the past three years or having a
family member who has such a relationship.
- Principal of Service Provider - Being a partner, controlling
shareholder, or executive officer of another company that pays
or receives from the Company, in any single year, amounts
exceeding the greater of $200,000 or 5% of the recipient
company's consolidated gross revenues (or having a family
member that makes or receives such payments). The requirement
excludes payments from investment in the Company's securities
and payments under non-discretionary charitable contribution
matching programs.
o Removal and Replacement - Subject to Alaska law, a Committee
member may be removed or replaced by, and any vacancies on the
Committee may be filled by, the Board, taking into account
recommendations of the Committee.
Operating Principles
The Committee shall fulfill its responsibilities within the context of
the following overriding principles:
o Meetings - The Chair of the Committee, in consultation with
Committee members, shall determine the frequency and schedule of
Committee meetings, provided the Committee will meet at least two
times per year. Committee meetings and matters relating to them
are subject to the provisions of the Company's Bylaws ("Bylaws").
The Committee may ask members of management or others whose advice
and counsel are relevant to the issues then being considered by
the Committee to attend any meetings and to provide such
information as the Committee may request.
Page 3
o Agenda - The Chair of the Committee shall develop the Committee's
agenda, in consultation with other Committee members. Each member
of the Board and members of management are free to suggest the
inclusion of items on the agenda. The agenda and information
concerning the business which shall be conducted at each Committee
meeting shall, to the extent practicable, be distributed to
Committee members sufficiently in advance of each meeting to
permit meaningful review.
o Quorum - A majority of the authorized number of Committee members,
regardless of possible vacancies, shall constitute a quorum. The
Committee may act by a majority of the members present at a
meeting of the Committee at which at least a quorum is present.
o Delegation - The Chair of the Committee may, through the Committee
by resolution, delegate authority to act on behalf of the Chair.
The Committee may, by resolution, delegate authority to
subcommittees or individual members of the Committee as it deems
appropriate.
o Communications - The chair and others on the Committee shall, to
the extent appropriate, have contact throughout the year with
senior management, other committee chairs, other key committee
advisors, the External Auditor, etc., as applicable, to strengthen
the Committee's knowledge of relevant current and prospective
business issues.
o Committee Meeting Attendees - The Committee shall request members
of management, counsel, and the External Auditor, as applicable,
to participate in Committee meetings, as necessary to carry out
Committee responsibilities. The External Auditor or counsel may,
at any time, request a meeting with the Committee or its chair,
with or without management in attendance.
o Reporting to the Board of Directors - The Committee, through the
Committee chair, shall report periodically, as deemed necessary,
but at least annually, to the full Board. In addition, summarized
minutes from Committee meetings shall be available to each Board
member at least one week prior to the subsequent meeting of the
Board.
o Resource and Authority - The Committee shall have the resources
and authority to discharge its duties and responsibilities,
including the authority to retain counsel and other experts or
consultants. The Committee shall have the sole authority to select
and retain a consultant or search firm to identify director
candidates, to terminate any such consultant or search firm
retained by it, and to approve the consultant or search firm's
fees and other retention terms.
Primary Responsibilities
The Committee shall have primary responsibility for the following:
o Nominating Matters - Addressing nominating matters.
o Corporate Governance Matters - Addressing corporate governance
matters.
o Complaints - Addressing Complaints on certain alleged illegal acts
and unethical behavior-related conduct by Board members in
violation of the Ethics Code.
o Chief Financial Officer - Supervising Chief Financial Officer on
Ethics Code.
Page 4
o Performance Evaluation - Conducting Committee performance
evaluation ("Committee Performance Evaluation").
Addressing Nominating Matters
The Committee shall have the following nominating responsibilities:
o Seek Out Prospective Board Members - The Committee shall, from
time to time, seek out candidates as prospective Board members
through the efforts of its individual members and, in the
Committee's discretion, through consultants as otherwise provided
in this charter.
- Management Recommendations - The Committee may, but is not
required to do so, consider recommendations for candidates
proposed by Company management.
- Shareholder Recommendations - The Committee may consider
certain Company shareholder recommendations ("Shareholder
Recommendations").
o Board Skills and Characteristics - The basic skills and
characteristics required as prerequisites for each member, unless
otherwise specified, on the Board ("Board Skills and
Characteristics") are as follows -
- Knowledge, Skills and Experience - Knowledge, skills and
experience in at least one of the primary industries in which
the Company operates.
- Fundamental Financial Statements - Ability to read and
understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow
statement, and at least familiarity with the underlying
accounting rules and practice.
- Business and Financial Risks - Ability to understand key
business and financial risks of the Company.
- Changing Needs of Society - Appreciation of the relationship
of the Company's business to the changing needs of society.
- Financial Sophistication - With respect to at least one Board
member, skills, attributes, and financial sophistication of an
Audit Committee Financial Expert as the term is defined in the
Company's Audit Committee Charter.
- Independent Director - With respect to at least a simple
majority of the authorized members of the Board, each an
Independent Director.
- Other Specifications - Other skills and characteristics
specifically identified and approved by the Committee.
o Review Board Skills and Characteristics - As a part of the
Company's assessment of strategic direction, review with the Board
on at least an annual basis the Board Skills and Characteristics
and recommend appropriate amendments to, or changes of, them.
o Recommend Existing Board Members - In the sole discretion of the
Committee, recommend to the Board for renomination one or more of
those existing Board members
Page 5
whose positions are up for election after considering all of the
following criteria as applied to each such member -
- Board Size - Appropriate size of the Board.
- Minimum Qualifications - Minimum Qualifications to be a Board
member as set forth in Article IV, Section 2(a) of the Bylaws.
- Skills and Characteristics - Level of Board Skills and
Characteristics.
- Company Strategic Direction - Committee's understanding of the
strategic direction requirements of the Company.
- Board Compositional Needs - Specific compositional needs of
the Board, including, but not limited to, specific talents and
experience involving technology, business, finance,
administration or public service, in light of prevailing
business conditions and the Board Skills and Characteristics
already possessed by other members of the Board.
- Annual Evaluation - Results of annual evaluation.
- Personal Preference - Wishes of affected existing Board member
to be re-nominated.
o Identify and Recommend Proposed Board Member Vacancies - Identify,
from time to time, one or more individuals satisfying all of the
following criteria as applied to the individual and recommend that
the Board select the individual as a nominee to stand for election
to the Board by the shareholders or, in the case of a vacancy on
the Board, recommend that the Board fill the vacancy with that
individual, subject to the individual's standing for election by
the shareholders at the then next shareholder meeting:
- Board Size - Appropriate size of the Board.
- Minimum Qualifications - Minimum Qualifications to be a Board
member as set forth in Article IV, Section 2(a) of the Bylaws.
- Skills and Characteristics - Level of Board Skills and
Characteristics.
- Company Strategic Direction - Committee's understanding of the
strategic direction requirements of the Company.
- Board Compositional Needs - Specific compositional needs of
the Board, including, but not limited to, specific talents and
experience involving technology, business, finance,
administration or public service, in light of prevailing
business conditions and the Board Skills and Characteristics
already possessed by other members of the Board.
o Recommend Proposed Committee Members - Identify and recommend for
appointment by the Board, Board members qualified to fill
vacancies on any committee of the Board, including the Committee.
In nominating a candidate for a committee membership, the
Committee shall take into consideration the factors set forth in
the charter for that committee, if any, or as required by law or
regulation, as well as any other factors it deems appropriate,
including but not limited to, experience, skill and background.
Page 6
o Issue Committee Reports - Report to the Board periodically on the
status of the Committee's efforts on Board and committee
nominations.
o Invite Prospective Board Member - Chair of the Committee, in
conjunction with the Company's Chief Executive Officer ("Chief
Executive Officer"), Chairman of the Board and the Board,
generally, shall extend an invitation to the selected candidate to
join the Board.
o Review Significant Change in Director Status - Upon a significant
change in a director's personal circumstances, including a change
of principal occupation, or in the event a significant ongoing
time commitment arising which may be inconsistent with a
director's service on the Board, review, as appropriate and, in
light of the then-current Board policies, the continued Board
membership of that director and make an appropriate recommendation
to the Board.
o Consider Shareholder Recommendations - A shareholder having at
least the minimum requisite ownership in the Company
("Recommending Shareholder") may make a Shareholder
Recommendation, i.e., recommend to the Committee a candidate for
nomination and election to the Board at a Company annual
shareholder meeting. The Committee shall consider that Shareholder
Recommendation, subject to the following -
- Timely Receipt of Recommendation Statement - The Shareholder
Recommendation must be received by the Committee, timely,
along with a statement in support of the recommendation
("Recommendation Statement") to ensure the Committee's
consideration of it.
|X| A Shareholder Recommendation, including the Recommendation
Statement, to be "received by the Committee" must be
delivered to the following address:
ATTN: Chair, Nominating and Corporate Governance Committee
(______ [Year of Meeting] Annual Meeting Recommendation)
General Communication, Inc.
2500 Denali Street, Suite 1000
Anchorage, Alaska 99503
|X| To be "timely," the Committee must receive the Shareholder
Recommendation not earlier than, and not later than the
dates as prescribed in the Company's Bylaws (Article III,
Section 14) pertaining to submission of a shareholder
proposal in conjunction with an annual meeting.
|X| A Recommending Shareholder is a shareholder who, as of the
date of the Shareholder Recommendation and the record date
for the annual meeting, is a beneficial owner of at least
one share of voting securities of the Company, i.e., one
share of Class A common stock, one share of Class B common
stock or one share of preferred stock which either has
voting rights directly or indirectly on an equivalent
as-converted basis in common stock of the Company.
- Content of Recommendation Statement - The Recommendation
Statement must set forth the following -
|X| For each candidate recommended -
Page 7
|_| The candidate's name, age, business and residential
address and principal occupation or employment.
|_| The class and number of shares of Company capital
stock beneficially owned by the Recommending
Shareholder on the date of the Shareholder
Recommendation.
|_| A description of all arrangements or understandings
between the Recommending Shareholder and the candidate
and the name of any other person pursuant to which the
recommendation is to be made.
|_| All other information relating to the candidate that
is required to be disclosed in solicitation of proxies
for election of directors or is otherwise required in
each case pursuant to Regulation 14A adopted pursuant
to the Exchange Act.
|_| Written consent of the candidate to being recommended
as a candidate and nominee, in the event the Committee
and the Board should accept the recommendation, in the
Company's proxy statement and to serve as a director
if so elected.
|X| As to the Recommending Shareholder (and the beneficial
owner if different from the registered holder of the
underlying Company voting common stock) -
|_| The Recommending Shareholder's name and address as
appears on the Company's books (and also that of that
beneficial owner).
|_| The class and number of shares of Company capital
stock owned beneficially and of record by the
Recommending Shareholder (and also that of that
beneficial owner).
|X| Other information as may be requested by the Committee on
the Recommending Shareholder or the Recommended Candidate.
- Review and Evaluation - A Shareholder Recommendation shall be
reviewed and evaluated by the Committee, and the Committee's
determination on that recommendation shall be subject to the
application of the same criteria as shall be the case for a
determination by the Committee on existing Board members
standing for re-election.
- Significant Shareholder Recommendation - In the event the
Committee shall have received, by a date (month, day) not
later than the 120th calendar day before the date (month, day)
of the Company's proxy statement released to its shareholders
in connection with the previous year's annual meeting, a
Shareholder Recommendation from a significant Recommending
Shareholder -
|X| The Committee shall identify in the Company's management
proxy statement for the anticipated annual meeting the
candidate who is the subject of the Shareholder
Recommendation and the significant
Page 8
Recommending Shareholder and shall disclose whether the
Committee chose to nominate the candidate -
|_| However, no such identification or disclosure is
required without submission to the Committee of
written consents by both the significant Recommending
Shareholder and the candidate.
|_| Here, "significant Recommending Shareholder" means a
shareholder of the Company who has been a beneficial
owner of more than 5% of the Company's voting common
stock (combined Class A and Class B common stock
outstanding, and voting equivalent shares, if any,
from the issuance of preferred stock) for at least one
year as of the date the Shareholder Recommendation was
made, or was a group of such shareholders that
beneficially owned in the aggregate more than 5% of
that Company voting common stock with each of the
securities used to calculate that ownership held for
at least one year from that date.
|_| As an example of the chronology, a Shareholder
Recommendation from a significant Recommending
Shareholder meeting the deadline for receipt by the
Committee would include a recommendation for the
Company's 2005 annual shareholder meeting which is
received on December 1, 2004 where the 120th calendar
day before the release on April 30, 2004 of proxy
materials for the 2004 annual meeting was January 1,
2004.
|X| In the event the date of the anticipated annual meeting
shall have been changed by more than 30 days from the date
of the previous year's annual meeting, the Company's
obligation to consider a Shareholder Recommendation will
arise where the Company shall receive the Shareholder
Recommendation a reasonable time before the Company shall
have begun to print and mail its proxy materials.
- Report of Categories - In the event the Committee shall
approve a Shareholder Recommendation for inclusion on the
Company's management proxy card (other than nominees who are
directors standing for re-election), the Committee shall
report in the proxy statement accompanying that card which one
or more of the following categories of persons or entities
recommended that candidate: security holder, non-management
director, chief executive officer, other executive officer,
third-party search firm, or other specified source.
o Consultant Fee - In the event the Company shall pay a fee to a
third party to identify or evaluate, or to assist in identifying
or evaluating potential nominees, the function performed by each
such party shall be disclosed in the corresponding Company
management proxy statement describing that nominee for election as
a director.
o Other Duties - Carry out other duties or responsibilities
expressly delegated, from time to time, to the Committee by the
Board relating to nomination of Board and committee members.
Addressing Corporate Governance Matters
The Committee shall have the following corporate governance
responsibilities:
Page 9
o Review and Recommend Changes To Ethics Code - Review and make
recommendations at least once a year to the Board regarding the
content, structure and scope of, and compliance with, the Ethics
Code.
o Develop Corporate Governance Principles - Develop and recommend to
the Board a set of corporate governance principles applicable to
the Company ("Corporate Governance Principles"), and review those
principles at least once a year. The Corporate Governance
Principles shall include, but not be limited to -
- Standards - Director qualification standards.
- Responsibilities - Director responsibilities.
- Access To Management - Director access to management and, as
necessary and appropriate, independent advisors.
- Compensation - Director compensation.
- Continuing Education - Director orientation and continuing
education.
- Succession - Management succession.
- Performance Evaluation - Annual performance evaluation of the
Board.
o Advise on Legal Developments - Advise the Board periodically with
respect to significant developments in the law and practice of
corporate governance as well as the Company's compliance with the
Corporate Governance Principles and applicable laws and
regulations.
o Recommend Corporate Governance Action - Make recommendations to
the Board, from time to time, on all matters of corporate
governance and corrective action to be taken as the Committee
deems appropriate.
o Review Structure of Board Committees - Review on an annual basis
the Board's committee structure and recommend to the Board for its
approval directors to serve as members of each committee.
o Establish Criteria for Annual Performance Self-Evaluation -
Establish criteria and process for, and lead the Board and each
Board committee in, its annual performance self-evaluation. Each
such evaluation will be discussed with the full Board following
the end of each calendar year, will focus on contributions to the
Company by the Board and each Board committee, and will
specifically focus on areas in which a better contribution could
be made.
o Review Director Compensation - Review annually director
compensation and benefits and make recommendations to the Board.
o Review Chief Executive Officer Compensation - Work with the Chair
of the Compensation Committee on issues of management objectives,
Chief Executive Officer evaluation, and management development and
succession.
o Carry Out Other Duties - Carry out other duties or
responsibilities expressly delegated, from time to time, to the
Committee by the Board relating to corporate governance.
Page 10
Addressing Complaints on Certain Alleged Illegal Acts, Unethical Behavior,
Other Matters
The Committee shall have the following special duties:
o Complaints - The Committee, from time to time, when it shall
receive a Complaint, i.e., an inquiry or complaint or when the
Committee independently shall decide in accordance with this
charter, shall review and make a determination and recommend
appropriate action to be taken by the Board on the Complaint,
subject to the following -
- Specific Meaning - In this context, "Complaint" shall mean,
unless the context otherwise requires, a matter pertaining to
alleged illegal activity involving a person or unethical
behavior-related violation of the Ethics Code by a person
("Unethical Conduct"), where the person is a director on the
board of directors of the Company or of any its directly or
indirectly wholly-owned subsidiaries ("Director"), or other
matters as designated by the Board.
- Other Complaints - In the event the Complaint shall relate to
an allegation of illegal activity or unethical
behavior-related violation of the Ethics Code by an officer,
director, or employee of the Company or any of its directly or
indirectly wholly-owned subsidiaries ("Employee") pertaining
to Company accounting, internal controls on accounting, or
audit matters ("Accounting Violation") or to confidential,
anonymous or other submission by an Employee of concern
regarding an alleged Company questionable accounting or audit
practice ("Questionable Accounting Practice"), the Complaint
shall be handled separate from the Committee as set forth in
this section.
o Other Complaint-Related Matters - The Committee shall address
other Complaint-related matters as designated by the Board.
o Procedure - The following shall constitute the Company's procedure
for receipt, retention and treatment of Complaints regarding
Accounting Violations and Questionable Accounting Practices by an
Employee, and Unethical Conduct by a Director or by an Employee
who is not a Director -
- Specific Allegations - Topics that may be addressed in
Complaints must relate to specific alleged Accounting
Violations, Questionable Accounting Practices, or Unethical
Conduct.
- Accounting Violations and Questionable Accounting Practices -
A Complaint regarding Accounting Violations or Questionable
Accounting Practices must be directed to the Audit Committee
for response or investigation. Topics that may be addressed in
such Complaints include, but are not limited to the following
-
|X| Allegations of fraud or deliberate error in the
preparation of the Company financial statements.
|X| Allegations of fraud or deliberate error in the review or
audit of Company financial statements.
|X| Allegations of fraud or deliberate error in maintaining
Company financial records.
|X| Deficiencies in internal control, or violations of
internal control policies.
Page 11
|X| False statements by a senior officer or accountant
regarding matters included in financial reports or
records.
|X| False statements made to independent auditors.
|X| Other information that can have a material impact on the
fairness of the Company's financial statements.
- Director Unethical Conduct Complaint - A Complaint regarding
Unethical Conduct by a Director must be directed to the
following committee for response and investigation, if any, as
conditioned -
|X| Audit Committee, should the Complaint relate to an
Accounting Violation by an Employee, with a copy of the
Complaint delivered to the chair of the Nominating and
Corporate Governance Committee.
|X| Nominating and Corporate Governance Committee, should the
Complaint relate to Unethical Conduct by a Director which
does not involve an Accounting Violation, with a copy of
the Complaint delivered to the chair of the Audit
Committee.
|X| Audit Committee and Nominating and Corporate Governance
Committees, should the Complaint relate to both an
Accounting Violation by an Employee, and Unethical Conduct
by the Director which does not involve an Accounting
Violation.
- Employee (Not Director) Unethical Conduct - A Complaint
regarding Unethical Conduct by an Employee who is not a
Director must be directed to the Employee's supervisor or the
Chief Financial Officer for response or investigation. Should
the Complaint be submitted to the Employee's supervisor, a
copy must be directed to the Chief Financial Officer, unless
the Complaint pertains to that officer, in which case the copy
must be directed to the Chief Executive Officer.
- Written Complaint - A Complaint must be in writing and contain
sufficient detail to provide a basis for the investigator to
make an independent determination as to whether an Accounting
Violation, Questionable Accounting Practice or Unethical
Conduct has occurred.
- Signature, Date - A Complaint must be signed and dated by the
complainant-Employee in the case of an Accounting Violation-
or Unethical Conduct-related Complaint.
- Signature Not Required on Confidential or Anonymous
Questionable Accounting Practice Complaint - A Questionable
Accounting Practice-related Complaint need not be signed,
should the complainant be seeking confidential or anonymous
treatment of the Complaint. However, it must be dated.
- Delivery of Complaint To a Committee - A Complaint directed to
the Audit Committee or the Nominating and Corporate Governance
Committee must be addressed and mailed or otherwise delivered
to the chair of the appropriate committee at the Company's
corporate offices as follows -
Page 12
CONFIDENTIAL
ATTN: Chair, Audit Committee
(Complaint)
GeneralCommunication, Inc.
2500 Denali Street, Suite 1000
Anchorage, Alaska 99503
or
CONFIDENTIAL
ATTN: Chair, Nominating and
Corporate Governance Committee
(Complaint)
General Communication, Inc.
2500 Denali Street, Suite 1000
Anchorage, Alaska 99503
- Delivery of Complaint To the Chief Financial Officer - A
Complaint directed to the Chief Financial Officer must be
addressed and mailed or otherwise delivered to that officer at
the Company's corporate offices as follows -
CONFIDENTIAL
ATTN: Chief Financial Officer (Complaint)
General Communication, Inc.
2500 Denali Street, Suite 1000
Anchorage, Alaska 99503
- Other Forms of Delivery - The Chief Financial Officer, in
conjunction with the chairs of the Audit Committee and the
Nominating and Corporate Governance Committee, shall review
and, in the event they shall reach consensus, recommend to the
Board other possible means by which a complainant shall
deliver a Complaint to the Company, including, but not limited
to, an internet address or a toll-free telephone number.
- Complaint Filing System - The Chief Financial Officer, in
conjunction with the chairs of the Audit Committee and the
Nominating and Corporate Governance Committee, shall establish
a procedure compatible with the charters of both committees
and the Ethics Code and providing for the corresponding
investigator of a Complaint, or complaint relating to an
Accounting Matter or to a Questionable Accounting Practice
(for purposes of describing these procedures further in this
charter and unless the context otherwise requires, "Complaint"
refers to all such complaints), to log the Complaint into a
filing system specifically established to retain, process, and
otherwise provide for the treatment of Complaints ("Complaint
Filing System").
|X| The Complaint Filing System will be used by each of these
three investigators in the separate duties of each in
addressing a Complaint.
- Processing of a Complaint - The recipient (investigator) of a
Complaint will log the Complaint into the Complaint Filing
System, subject to the following -
|X| Should the Complaint be in the nature of an allegation of
an Accounting Violation, a Questionable Accounting
Practice or Unethical Conduct, the investigator must -
|_| Determine, based upon the information provided in the
Complaint and independent investigation which the
investigator, in the investigator's sole discretion,
deems appropriate given the nature of the Complaint,
whether there is a reasonable basis for the allegation
made in the Complaint.
|_| Investigate the Complaint.
Page 13
|_| Decide whether to hold a hearing on the matter and,
should the investigator choose to hold such a hearing,
give notice of, and hold the hearing on, the
Complaint, request witnesses to appear at the hearing,
and otherwise gather evidence necessary for the
investigator to render a determination on the
Complaint.
|_| Submit a written determination to, and recommend
appropriate action by, the Board.
|X| Should the Complaint be in the nature of a Questionable
Accounting Practice where the Complaint is unsigned or
where the Complainant has otherwise indicated the
Complaint is presented as a confidential, anonymous
submission to the investigator, the investigator must -
|_| Determine, based upon the information provided in the
Complaint and independent investigation which the
investigator, in the investigator's sole discretion,
deems appropriate given the nature of the Complaint,
whether there is a reasonable basis for the allegation
made in the Complaint.
|_| Render a written determination on the Complaint.
|_| Submit the written determination to, and recommend
appropriate action by, the Board.
|X| Should the Complaint be in the nature of an inquiry
without allegation of an Accounting Violation,
Questionable Accounting Practice or Unethical Conduct, the
recipient may in the recipient's sole discretion do either
of the following -
|_| Respond directly to the complainant.
|_| Recommend to the Board appropriate action.
|X| The investigator will, regardless of the nature of the
Complaint, seek to process it in a timely manner.
|X| The investigator shall be informed of the receipt of
Complaints at least on a weekly basis. In the event the
Complaint shall be directed to a committee, the chair of
the committee shall be informed of the receipt of the
Complaint within not more than two business days.
|X| A Complaint pertaining to one or more executive officers
or Directors must receive especially timely review by the
corresponding investigator.
|X| Each investigator will decide, upon initial review of a
Complaint, whether a formal investigation shall be
initiated and the extent of it, including who shall carry
out the investigation, and the resources which shall be
deemed necessary to carry it out.
|X| All signed Complaints will be acknowledged as received by
the investigator. In the event the signed Complaint shall
be directed to a committee, the chair of the committee, or
the chair's designee, shall acknowledge receipt of the
Complaint.
Page 14
|X| In the event the investigator shall conclude a Complaint
as not one subject to the scope of the investigator's
responsibilities under a committee charter or otherwise
but as one raising legitimate issues, the investigator
shall forward the matter to the Chief Financial Officer
for direct action or referral to the appropriate person
for review and action.
- Annual Status Reports - The Audit Committee, the Nominating
and Corporate Governance Committee, and the Chief Financial
Officer, as investigators of Complaints, will at least
annually each provide reports to the Board on the status of
Complaints received, including, but not limited to -
|X| A brief description of each.
|X| The status of each.
|X| Recommended action, if any, on each by the Board which may
take the form any of the following -
|_| Affirmative relief.
|_| Dismissal of the Complaint.
|_| Closure of the file on the Complaint for which the
investigator has not received additional requested
information from the complainant within a reasonable
time which the investigator deems necessary to make a
determination in the matter.
- Retention of Closed File - A Complaint file, once closed, will
be retained for a time period of 10 years and in accordance
with the Company's appropriate records retention policy, after
which the file will be destroyed. Unless specifically provided
otherwise in that policy, the Chief Financial Officer or that
officer's designee is the custodian of a closed Complaint
file.
- Confidential Treatment - An investigator will be particularly
sensitive to the confidential nature of Complaints, especially
ones where the complainant has made the Complaint through a
confidential or anonymous submission. Complaint files will not
be available generally to Employees except with the permission
of the investigator and only in accordance with the Company's
policy on confidential records, if any, pertaining to the
subject matter of the Complaint.
- Committee Review - In the event the investigator shall be the
Audit Committee or the Nominating and Corporate Governance
Committee, a Complaint shall be reviewed initially by the
committee's chair, or the chair's designee, and an initial
analysis submitted to the committee. Any formal action taken
by the committee on the Complaint must be at a duly scheduled
meeting at which at least a quorum of its members is present,
and a determination on the Complaint must be by vote of at
least a majority of the committee present, subject further to
the procedural requirements of the Bylaws.
- Other Procedures - The Committee shall adopt such other
procedures, subject to prior Board approval, as may be
necessary to carry out the Committee's responsibilities in
addressing Complaints and other matters addressed in this
section.
Page 15
Supervising Chief Financial Officer on Ethics Code
The Committee shall supervise the Chief Financial Officer in the
context of the Ethics Code. However, the Chief Financial Officer shall have
primary authority and responsibility for enforcement of the Ethics Code, except
as expressly provided in the Ethics Code.
Conducting Committee Performance Evaluation
The Committee shall each year conduct a Committee Performance
Evaluation, i.e., it shall review, discuss, and assess its own performance, as
well as the Committee's purpose and responsibilities, seeking responses from
senior management, the full Board, and others. Changes, if any, in the
Committee's purpose or responsibilities, or, generally, changes to this charter
shall be recommended to the full Board for approval.
Other Matters
The foregoing provisions of this charter are not intended to be
exhaustive. The Committee may, in addition, perform such other functions as may
be necessary or appropriate for the performance of its purposes and
responsibilities.
Nothing in this charter is intended to, and must not be construed as,
creating any responsibility or liability of the members of the Committee except
to the extent otherwise provided under applicable Alaska law which continues to
set the legal standard for the conduct of the Committee members.
ADOPTED by the board of directors of General Communication, Inc. as of
this 24th day of February, 2004.
/s/
John M. Lowber
Secretary
Page 16