Nominating And Corporate Governance Committee Charter

User Manual: Nominating and Corporate Governance Committee Charter

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Charter of the Nominating and Corporate Governance Committee of
the Board of Directors
Purpose
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of
Directors (the “Board”) of ADTRAN, Inc. (the “Company”) shall assist the Board in (i)
identifying and attracting highly qualified individuals to serve as directors of the Company;
(ii) selecting director nominees for the next annual meeting of stockholders of the
Company; (iii) monitoring the governance processes used by the Company; and (iv) any
related matters required by the federal securities laws.
Organization and Membership
The Committee shall be comprised of three or more directors, as determined by the Board,
each of whom must be an “Independent Director” as defined by the listing standards
established by the Nasdaq Stock Market. Members of the Committee shall be appointed by
the full Board at a Board meeting immediately following the annual meeting of shareholders
and shall serve one year terms. Members may be removed by the Board at any time with or
without cause. Upon the death, removal or resignation of a member, the full Board may
appoint a successor to serve the remainder of the unexpired term. Unless the chairman of
the Committee (the “Chair”) is appointed by the full Board, the members of the Committee
may designate a Chair by majority vote of the full Committee membership. The Committee
shall have the power to create subcommittees with such powers as the Committee shall
from time to time confer.
Meetings
The Committee will hold at least two meetings per year or more frequently as circumstances
dictate. The Chair of the Committee will establish the agenda for each committee meeting.
Each meeting should include an executive session of the Committee without management
present. The Committee may invite such members of management and other persons to its
meetings as it may deem appropriate. The Committee is governed by the same rules
regarding meetings (including meetings in person or by telephone or other similar
communications equipment), action without meetings, notice, waiver of notice, and quorum
and voting requirements as are applicable to the Board.
Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee will:
1.

Review this Committee charter at least annually and update, as necessary,
and recommend any proposed changes to the Board for approval.

2.

Establish criteria for selecting new board members and for the basic structure
and membership of the Board, including, at a minimum, fulfillment of
necessary independence requirements for the composition of the Board and
the enhanced requirements for Audit Committee membership. The criteria
should also take into account the following desired attributes: leadership;
independence; interpersonal skills; financial acumen; business experiences;
industry knowledge; and diversity of viewpoints. In so doing, the Committee
shall seek to create a Board that is as a whole strong in its collective
knowledge of, and diversity of skills leadership, vision and strategy, business
operations, business judgment, crisis management, risk assessment, industry
knowledge, corporate governance and global markets. In reviewing a
potential new candidate, the Committee will consider the candidate’s
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qualifications in light of the needs of the Board and the Company at that time
given the then current mix of director attributes.
3.

Consider nominees submitted by stockholders in accordance with procedures
adopted by the Committee and as described in the Company's proxy
statement.

4.

Select the director nominees for the next annual meeting of the stockholders
of the Company and recommend those nominees to the Board.

5.

Select members of the Board to serve on the various committees of the Board
and recommend those members to the Board for appointment to such
committees, including a recommended chairperson for each committee.

6.

If a vacancy on the Board and/or any Board committee occurs, identify and
make recommendations to the Board regarding the selection and approval of
candidates to fill such vacancy either by election by stockholders or
appointment by the Board.

7.

Review the Corporate Governance Principles adopted by the Board at least
once a year and recommend any changes to the Board and oversee the
Company's corporate governance practices and procedures, including
identifying best practices and reviewing and recommending to the Board for
approval any changes to the documents, policies and procedures in the
Company's corporate governance framework.

8.

Have sole authority, without requiring action by the full Board, to retain,
oversee and terminate outside advisors, including such advisors as outside
counsel, consultants and search firms, to assist the Committee in identifying
director candidates and as otherwise necessary to assist with the execution of
its
duties
and
responsibilities
as
set
forth
in
this Charter.
The Committee shall receive appropriate funding from the Company, as
determined by the Committee in its capacity as a committee of the Board, for
the payment of compensation to such search firms, outside counsel,
consultants and any other advisors.

9.

Monitor and evaluate: the independence of directors (including considering,
in each case, whether a director has a relationship with the Company that
would impair his or her independence); the participation of directors in the
Company’s director continuing education program; and the process the
Company and its management use for providing information to the Board.

10.

Consult with management and the Board on matters of corporate culture and
values.

11.

Annually undertake performance evaluations of the Board committees and the
full Board and present the results of the evaluations to the Board.

12.

Report to the Board on a regular basis and submit minutes of all meetings to
the Board.

13.

Annually review and evaluate the performance of the Committee.
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14.

Ensure that this Charter and the Code Business Conduct and Ethics are posted
on the Company’s website.

15.

Perform any other activities consistent with this Charter, the Company’s
Bylaws and governing law, as the Committee or the Board deems necessary
or appropriate.

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