Table of Contents
- Composition of the Board and Board Membership Criteria
- Director Qualifications
- Director Responsibilities
- Director Compensation
- Presiding Director; Meetings of Independent Directors
- Board Committees
- Management Succession Planning
- Board Member Access to Management and Independent Advisors
- Director Orientation and Continuing Education
Composition of the Board and Board Membership Criteria
The Governance and Directors Nominating Committee (the “Committee”) of the Board of Directors of Broadcast Media Management Corporation and its consolidated subsidiaries (the “Company”) shall establish criteria for Board membership, which shall be reviewed periodically with the Board, and shall recommend individuals for membership on the Company’s Board. In making its recommendations, the Committee will review candidates’ qualifications based on the criteria set forth herein. In evaluating current directors for re-nomination to the Board, the Committee will assess the performance of such director. The Committee will also periodically review the composition of the Board in light of the current challenges and needs of the Board, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience.
In general, the Board wishes to balance the needs for professional knowledge, business expertise, varied industry knowledge, financial expertise, entrepreneurial background and experience, and high-level business management experience, while maintaining within these criteria an appropriate gender and minority representation.
A majority of the Board shall consist of independent directors. The Board defines an “independent” director in accordance with the OTCBB requirements for independent directors. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board (upon recommendation of the Committee) is also responsible for making an affirmative determination that each independent director has no other material relationship with the Company or its affiliates or any executive officer of Broadcast Media Management Corporation or his or her affiliates. A relationship will be considered “material” if in the judgment of the Board it would interfere with the director’s independent judgment. Independence determinations will be made on an annual basis (prior to including director nominees in Broadcast Media Management’s annual proxy statement) and, if an individual joins the Board between Broadcast Media Management’s annual meetings, at such time.
The Committee is also responsible for reviewing any recommendations of the Audit Committee with respect to financial literacy criteria and the definition of “financial expert” and for making recommendations on such issues to the Board.
Simultaneous Service on Other Boards
Absent prior approval of the Committee, no independent director may serve on the Boards of more than three other public companies and no employee director may serve on the Boards of more than one other public company.
Every director should seek the consent of the Committee (through the Chief Executive Officer) and confirm the absence of any actual or potential conflict prior to accepting any invitation to serve on any for-profit board.
Director Retirement Policy
Independent directors may not stand for re-election to the Board after reaching age 75.
The Board does not believe that directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Committee to review the continued appropriateness of Board membership under these circumstances.
Conflicts of Interest
If an actual or potential conflict of interest develops because of a change in the business of the Company or its affiliates, or in a director’s circumstances (for example, significant and ongoing competition between the Company and a business with which the director is affiliated), the director should report the matter to the Committee for evaluation and appropriate resolution.
If a director has a personal interest in a matter before the Board, the director shall disclose the interest to the full Board, shall recuse him or herself from participation in the discussion, and shall not vote on the matter.
The Committee is charged with considering and recommending to the Board appropriate corporate governance policies for the Company.
The Board acts as the ultimate decision-making body of the Company and advises and oversees management, who are responsible for the day-to-day operations and management of the Company. In fulfilling these roles, each director must act in what he or she reasonably believes to be in the best interests of the Company and must exercise his or her business judgment.
Participation at and Preparation for Board Meetings
The Company expects directors to be active and engaged in discharging their duties and to keep themselves informed about the business and operations of the Company. Directors are expected to use their reasonable best efforts to attend all Board meetings and the meetings of the committees on which they serve and to prepare themselves for these meetings.
In order for the Board to exercise fully its oversight functions, management provides the Board with access to information regarding the Company and the markets in which the Company operates. This information comes from a variety of sources, including management reports, security analysts’ reports, information regarding peer performance, and interaction with senior management at Board meetings. Any written materials that would assist directors in preparing for a Board or committee meeting shall be distributed to the directors in advance of the meeting, to the extent possible, and directors are expected to review such materials prior to the meeting.
Attendance at Annual Meetings of Shareholders
Barring unusual circumstances, directors are required to attend Broadcast Media Management’s annual meetings of shareholders.
The Committee will review the recommendations of the Compensation Committee with respect to compensation of non-employee directors and will make recommendations to the Board with respect thereto.
Presiding Director; Meetings of Independent Directors
The Board will have a Presiding Director to preside over private sessions of the independent directors. The Presiding Director will be an independent director recommended by the Committee and appointed by the Board annually (at the Board meeting immediately following Broadcast Media Management’s annual meeting of shareholders). The Presiding Director and the other independent directors will discuss from time to time as appropriate the need and agenda for private sessions. In any event, the independent directors will meet in private session at least twice each year. One such meeting will be to review the performance of the Chief Executive Officer and senior management of the Company.
The Board has the following committees: Audit; Compensation; Finance; and Governance and Directors Nominating. Upon the recommendation of the Committee, the Board may, from time to time, establish or maintain additional committees as it deems appropriate and in the best interests of the Company. Only directors meeting applicable legal and OTC Stock Market requirements (if any) may serve on a board committee. In this regard, only directors meeting the independence and other applicable requirements of the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission and the rules of the OTC Stock Market may serve on the Audit, Compensation or Governance and Directors Nominating committees.
The Committee will have the responsibility for recommending to the Board the election of Broadcast Media Management’s officers (based upon the recommendation of the Chief Executive Officer).
Management Succession Planning
Assuring that the Company has the appropriate senior management talent to successfully pursue the Company’s strategies is one of the Board’s primary responsibilities. To fulfill this responsibility, the Compensation Committee shall ensure that the Company has in place appropriate planning to address emergency Chief Executive Officer succession, Chief Executive Officer succession in the ordinary course of business and succession for Broadcast Media Management’s senior executive management. Broadcast Media Management’s Chief Executive Officer succession planning shall include criteria that reflect the Company’s business strategies. The Company’s succession planning shall be discussed at the Board level at least once a year.
Board Member Access to Management and Independent Advisors
Board members have access to the management and employees of the Company and to its outside counsel and auditors. Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer or his designee(s).
Broadcast Media Management’s executive officers and other members of senior management are expected to be present at Board meetings at the invitation of the Board. The Board encourages senior management to make presentations and to invite to Board meetings managers and other employees who can provide additional insight into the items being discussed.
Director Orientation and Continuing Education
At such time as a director joins the Board, the Chief Executive Officer and other members of senior management will provide appropriate orientation for the director, including arrangement of meetings with management. The Board considers it desirable that directors participate in continuing education opportunities and considers such participation an appropriate expense to be reimbursed by the Company. The orientation and continuing education programs shall be overseen by the Committee.