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Exhibit 99.6
TRAVELCENTERS OF AMERICA LLC
CHARTER OF THE NOMINATING AND
GOVERNANCE COMMITTEE
Adopted January 12, 2007
I. PURPOSE
The primary function of the Nominating and Governance Committee (the
"Committee") is (1) to identify individuals qualified to become Board members of
the Board of Directors (the "Board") of TravelCenters of America LLC (the
"Company") consistent with criteria approved by the Board, and to select, or
recommend that the Board select, the director nominees for each annual meeting
of shareholders or when vacancies occur; (2) to develop and recommend to the
Board a set of governance principles applicable to the Company and (3) to
oversee the evaluation of the Board and management.
II. COMPOSITION
The Committee shall be comprised of three or more directors as determined by the
Board, each of whom shall meet the independence and experience requirements of
the Rules of the American Stock Exchange, subject to applicable exceptions
permitted thereunder, and any other applicable laws and regulations.
The members of the Committee shall be elected by the Board and vacancies on the
Committee shall be filled as provided in the Company's Amended and Restated
Limited Liability Company Agreement (the "LLC Agreement"). Unless a Chair is
elected by the full Board, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.
III. RESPONSIBILITIES AND DUTIES
The following are activities of the Committee designed to promote the
fulfillment of its functions as described in this Charter (these functions are
set forth as a guide with the understanding that the Committee may diverge from
this guide as appropriate given the circumstances):
1. The Committee shall assist the Board in determining the
desired experience, mix of skills and other criteria and
qualities appropriate for Board membership.
2. The Committee shall actively seek individuals qualified to
become members of the Board, consistent with criteria approved
by the Board, and shall recommend director nominees for
selection by the Board for nomination to fill expiring terms
of directors of each annual meeting of shareholders. The
Committee shall consider candidates for nominees as directors
of the Company which are properly recommended by shareholders
for nomination by the Board at a meeting of shareholders at
which directors are to be elected as provided in the Company's
Limited Liability Company Operating Agreement (as provided in
paragraph 4 below).
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3. If the Company is legally required by contract or otherwise to
provide third parties with the ability to nominate and/or
appoint directors (for example preferred share rights to elect
directors upon failures to pay dividends as specified in the
rights, preferences and privileges of such preferred shares,
shareholder agreements or management agreements), the
selection and nomination of such directors shall be subject to
the Committee process described in paragraphs 1 and 2 above.
4. To be considered by the Committee a shareholder recommendation
for a nominee must be made (i) by a shareholder or
shareholders who are entitled under the Company's Limited
Liability Operating Company Agreement and applicable state and
federal laws to nominate such nominee at such meeting, and
(ii) by written notice to the Chair of the Committee and the
Secretary of the Company given within the thirty (30) period
ending on the last date on which shareholders may give a
timely notice of nomination for such meeting under the LLC
Agreement and applicable state and federal laws, which notice
must be accompanied by the same information and documents with
respect to such recommended nominee which such shareholder or
shareholders would have been required to provide in order to
nominate such nominee for election at such meeting in
accordance with the LLC Agreement and applicable state and
federal laws. In considering shareholder recommendations for
nominees, the Committee may request additional information
concerning the nominee or the applicable shareholder or
shareholders. The foregoing applies only to recommendations.
Actual nominations by shareholders or others, if and to the
extent permitted, must be made in accordance with the
Company's Limited Liability Company Operating Agreement and
applicable state and federal laws.
5. The Committee shall receive comments from all directors and
report annually to the Board with an assessment of the Board's
performance, to be discussed with the full Board following the
end of each fiscal year. The Committee shall oversee the
evaluation of the Board and, to the extent not overseen by the
Company's Compensation Committee or another committee, the
evaluation of Company management.
6. The Committee shall review and reassess the adequacy of the
governance principles of the Company and recommend any
proposed changes to the Board for approval.
7. The Committee shall have the sole authority to retain and
terminate any search firm to be used to identify director
candidates and shall have sole authority to approve the search
firm's fees and other retention terms. The Committee shall
also have authority to obtain advice and assistance from
internal or external legal, accounting or other advisors.
8. The Committee shall make regular reports to the Board.
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9. The Committee shall 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.
10. The Committee shall perform such other duties as the Board may
assign to it from time to time.
IV. GENERAL PROVISIONS
It is expected that the Committee will meet at least once a year or more
frequently as the circumstances require. Meetings of the Committee shall be
called and held, and the Committee may act by written consent in lieu of a
meeting, as provided in the LLC Agreement.
The Committee is by this Charter delegated the powers of the Board necessary to
carry out its purposes, responsibilities and duties provided in this Charter or
reasonably related to those purposes, responsibilities and duties.
The Committee may form and delegate authority to subcommittees of one or more
members when appropriate. Any subcommittee shall be subject to this Charter. The
decisions of any subcommittees to which authority is delegated under this
paragraph shall be presented to the full Committee at its next regularly
scheduled meeting.
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