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:
o 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 -
o 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.
o 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 3, 2005.
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"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 any period of twelve
consecutive months within the three years preceding
the determination of independence, 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;
(v) loans from a financial institution
provided that the loans (1) were made in the ordinary
course of business, (2) were made on substantially
the same terms, including interest rates and
collateral, as those prevailing at the time for
comparable transactions with the general public, (3)
did not involve more than a normal degree of risk or
other unfavorable factors, and (4) were not otherwise
subject to the specific disclosure requirements of
SEC Regulation S-K, Item 404;
(vi) payments from a financial institution
in connection with the deposit of funds or the
financial institution acting in an agency capacity,
provided such payments were (1) made in the ordinary
course of business; (2) made on substantially the
same terms as those prevailing at the time for
comparable transactions with the general public; and
(3) not otherwise subject to the disclosure
requirements of SEC Regulation S-K, Item 404; or
(vii) loans permitted under Section 13(k) of
the . . . [Securities Exchange Act of 1934 ("Exchange
Act")]. Provided, however, that in addition to the
requirements contained in this paragraph (B), audit
committee members are also subject to additional,
more stringent requirements under [Nasdaq Stock
Market ("Nasdaq")] Rule 4350(d).
(C) a director who is a 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.
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(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."
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 -
o 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.
o 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."
o 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.
o 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.
o 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.
o 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.
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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.
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
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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.
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.
o Management Recommendations - The Committee may, but is not
required to do so, consider recommendations for candidates
proposed by Company management.
o 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 -
o Knowledge, Skills and Experience - Knowledge, skills and
experience in at least one of the primary industries in
which the Company operates.
o 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.
o Business and Financial Risks - Ability to understand key
business and financial risks of the Company.
o Changing Needs of Society - Appreciation of the
relationship of the Company's business to the changing
needs of society.
Page 5
o 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.
o Independent Director - With respect to at least a simple
majority of the authorized members of the Board, each an
Independent Director.
o 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 whose positions are up
for election after considering all of the following criteria
as applied to each such member -
o Board Size - Appropriate size of the Board.
o Minimum Qualifications - Minimum Qualifications to be a
Board member as set forth in Article IV, Section 2(a) of
the Bylaws.
o Skills and Characteristics - Level of Board Skills and
Characteristics.
o Company Strategic Direction - Committee's understanding of
the strategic direction requirements of the Company.
o 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 Annual Evaluation - Results of annual evaluation.
o 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:
o Board Size - Appropriate size of the Board.
o Minimum Qualifications - Minimum Qualifications to be a
Board member as set forth in Article IV, Section 2(a) of
the Bylaws.
o Skills and Characteristics - Level of Board Skills and
Characteristics.
Page 6
o Company Strategic Direction - Committee's understanding of
the strategic direction requirements of the Company.
o 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.
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 -
o 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.
o 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
o To be "timely," the Committee must receive the
Shareholder Recommendation not earlier than, and not
later than the dates as
Page 7
prescribed in the Company's Bylaws (Article III,
Section 14) pertaining to submission of a shareholder
proposal in conjunction with an annual meeting.
o 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.
o Content of Recommendation Statement - The Recommendation
Statement must set forth the following -
o For each candidate recommended -
o The candidate's name, age, business and
residential address and principal occupation or
employment.
o The class and number of shares of Company capital
stock beneficially owned by the Recommending
Shareholder on the date of the Shareholder
Recommendation.
o 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.
o 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.
o 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.
o As to the Recommending Shareholder (and the beneficial
owner if different from the registered holder of the
underlying Company voting common stock) -
o The Recommending Shareholder's name and address as
appears on the Company's books (and also that of
that beneficial owner).
o 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).
o Other information as may be requested by the Committee
on the Recommending Shareholder or the Recommended
Candidate.
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o 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.
o 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 -
o 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
Recommending Shareholder and shall disclose whether
the Committee chose to nominate the candidate -
o 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.
o 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.
o 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.
o 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.
o 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
Page 9
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:
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 -
o Standards - Director qualification standards.
o Responsibilities - Director responsibilities.
o Access To Management - Director access to management and,
as necessary and appropriate, independent advisors.
o Compensation - Director compensation.
o Continuing Education - Director orientation and continuing
education.
o Succession - Management succession.
o 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
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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.
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 -
o 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.
o 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 -
o Specific Allegations - Topics that may be addressed in
Complaints must relate to specific alleged Accounting
Violations, Questionable Accounting Practices, or
Unethical Conduct.
o Accounting Violations and Questionable Accounting
Practices - A Complaint regarding Accounting Violations or
Questionable Accounting Practices
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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 -
o Allegations of fraud or deliberate error in the
preparation of the Company financial statements.
o Allegations of fraud or deliberate error in the review
or audit of Company financial statements.
o Allegations of fraud or deliberate error in
maintaining Company financial records.
o Deficiencies in internal control, or violations of
internal control policies.
o False statements by a senior officer or accountant
regarding matters included in financial reports or
records.
o False statements made to independent auditors.
o Other information that can have a material impact on
the fairness of the Company's financial statements.
o 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 -
o 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.
o 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.
o 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.
o 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.
o 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.
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o 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.
o 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.
o 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 -
CONFIDENTIAL CONFIDENTIAL
ATTN: Chair, Audit or ATTN: Chair,
Committee Nominating and
(Complaint) Corporate Governance
General Communication, Committee (Complaint)
Inc. General Communication,
(Complaint) Inc.
2500 Denali Street, 2500 Denali Street,
Suite 1000 Suite 1000
Anchorage, Alaska 99503 Anchorage, Alaska
99503
o 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
o 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.
o 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").
o The Complaint Filing System will be used by each of
these three investigators in the separate duties of
each in addressing a Complaint.
o Processing of a Complaint - The recipient (investigator)
of a Complaint will log the Complaint into the Complaint
Filing System, subject to the following -
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o Should the Complaint be in the nature of an allegation
of an Accounting Violation, a Questionable Accounting
Practice or Unethical Conduct, the investigator must -
o 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.
o Investigate the Complaint.
o 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.
o Submit a written determination to, and recommend
appropriate action by, the Board.
o 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 -
o 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.
o Render a written determination on the Complaint.
o Submit the written determination to, and recommend
appropriate action by, the Board.
o 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 -
o Respond directly to the complainant.
o Recommend to the Board appropriate action.
o The investigator will, regardless of the nature of the
Complaint, seek to process it in a timely manner.
o 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.
Page 14
o A Complaint pertaining to one or more executive
officers or Directors must receive especially timely
review by the corresponding investigator.
o 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.
o 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.
o 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.
o 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 -
o A brief description of each.
o The status of each.
o Recommended action, if any, on each by the Board which
may take the form any of the following -
o Affirmative relief.
o Dismissal of the Complaint.
o 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.
o 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.
o 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.
o Committee Review - In the event the investigator shall be
the Audit Committee or the Nominating and Corporate
Governance Committee, a Complaint shall be
Page 15
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.
o 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.
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 3rd day of February, 2005.
/s/
John M. Lowber
Secretary