There will be a committee of the Board of Directors (the “Board”) of Liberty Media Corporation (the “Corporation”) which will be called the Nominating and Corporate Governance Committee.
The purposes of the Nominating and Corporate Governance Committee are (1) to identify individuals qualified to become Board members, and to, from time to time, recommend that the Board select the director nominees for the next annual meeting of shareholders; and (2) to review and recommend to the Board changes to the Corporate Governance Guidelines applicable to the Corporation.
The Nominating and Corporate Governance Committee will consist of at least two members. The Nominating and Corporate Governance Committee will be composed of directors who satisfy the independence requirements of The Nasdaq Stock Market, Inc.
The members of the Nominating and Corporate Governance Committee will be appointed, and may from time to time be removed, by the Board.
In furtherance of the purposes set forth above, the Nominating and Corporate Governance Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under Delaware law. Notwithstanding the enumeration of specific functions and responsibilities herein, the Nominating and Corporate Governance Committee believes that its policies and procedures should remain flexible, in order to facilitate its ability to respond to changing circumstances and conditions in fulfilling its responsibilities to the Corporation and its shareholders. The Nominating and Corporate Governance Committee may by resolution establish its own rules and regulations, including notice and quorum requirements for all meetings.
A. The Nominating and Corporate Governance Committee will develop qualification criteria for selecting director candidates and identify individuals qualified to become Board members for recommendation to the Board.
B. The Nominating and Corporate Governance Committee will have the authority to retain and terminate any search firm to be used to identify director candidates and will have sole authority to approve the search firm’s fees and other retention terms.
C. The Nominating and Corporate Governance Committee will oversee the evaluation of management of the Corporation and the Board and make recommendations to the Board as appropriate.
D. The Nominating and Corporate Governance Committee will, from time to time, review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.
E. The Nominating and Corporate Governance Committee may form and delegate authority to subcommittees when appropriate.
ADOPTED, by the Corporation’s Board of Directors on the 7th day of January, 2013.
David E. Rapley - A director of Liberty Media since May 2006. A director of Old Liberty from July 2002 to May 2006, having previously served as a director of Old Liberty from June 1993 to September 1994. Mr. Rapley has served as President of Rapley Consulting, Inc. since 2002. Mr. Rapley served as Executive Vice President of Engineering of VECO Corp. Alaska from January 1998 to December 2001. Mr. Rapley is a director of LGI.
M. Ian G. Gilchrist - has been a director since July 2009. Mr. Gilchrist was a Managing Director of Citigroup/Salomon Brothers from 1995 until his retirement in July 2008. Prior to 1995, Mr. Gilchrist was a Managing Director of CS First Boston Corporation and was a Managing Director of PaineWebber Incorporated.
Larry E. Romrell - A director of Liberty Media since May 2006. A director of Old Liberty from March 1999 to May 2006. Mr. Romrell served as an Executive Vice President of TCI from January 1994 to March 1999. Mr. Romrell is a director of LGI.
Andrea Wong - has served as a director of our company since April 2010. Ms. Wong served as President and CEO of Lifetime Entertainment Services from 2007 to April 2010. She previously served in a variety of roles with ABC, Inc., a subsidiary of The Walt Disney Company, from 1993 to 2007, most notably as an Executive Vice President from 2003 to 2007. Previously, she worked in the areas of corporate planning and high-yield finance. Ms. Wong serves on the advisory boards of several media and entertainment societies and organizations.