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SAMPLE GOVERNANCE COMMITTEE AGENDA
[INCLUDING APPROPRIATE ACTIONS TO BE TAKEN AT ONE OR MORE MEETINGS OF
THE GOVERNANCE COMMITTEE PRIOR TO THE ANNUAL MEETING OF THE
SHAREHOLDERS]
AGENDA
GOVERNANCE NOMINATING COMMITTEE
ACC CORPORATION
March 9, 2010
3:00 - 5:00 p.m.
1. Review and approve minutes of prior Governance Committee meeting
2. Review results of Board of Directors Self-Assessment
3. Review results of Governance Committee Self-Assessment
4. Review Board Committee memberships and recommend any changes thereto
5. Review “independence” of Board and Committee members
6. Review “Audit Committee Financial Expert” designation
7. Discuss amended disclosure requirements for 2010 Proxy
a. Director qualifications
b. Diversity
c. Board leadership structure
d. Board role in risk oversight
8. [Review proxy disclosures regarding governance matters]*
9. Discuss impact of broker non-votes for both majority and plurality voting for directors in
light of SEC approval of NYSE Rule 452 changes and new Form 8-K notification on
result of director elections
10. Review and recommend changes to Governance Committee Charter and Governance
Guidelines
11. Risk Metrics Update – Governance Risk Factors
12. Director training updates
13. Review board nominations for 2010 Annual Meeting of Shareholders
14. Approve Governance Committee resolutions (see attached)