The Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of RigNet, Inc. (the “Company”) is appointed by the Board to exercise general oversight with respect to the governance of the Board and assist in shaping the corporate governance of the Company. The Committee shall assist the Board by (i) identifying individuals qualified to become Board members, consistent with the Company’s Policy Governing Director Qualifications and Nominations, and selecting, or recommending that the Board select, the director nominees for the next annual meeting of shareholders; (ii) developing and recommending to the Board a set of corporate governance guidelines, codes of conduct, and compliance mechanisms applicable to the Company; (iii) providing oversight of risk performance and exposure company-wide in the company risk categories including operational, technological, compliance, reputational and political (it being understood that the Audit committee will provide ongoing review of financial risk management categories); (iv) providing oversight to ensure the existence and capability of risk management systems and controls including business continuity in all critical business activities and company risk categories.
The Committee shall consist of no fewer than three members of the Board, each of whom shall meet the independence requirements of the Securities and Exchange Commission and any exchange upon which the Company’s securities are listed (subject to allowed phase-in rules) and any additional requirements as the Board may deem appropriate.
The members of the Committee shall be appointed annually and vacancies filled or members removed (with or without cause) by the Board. A Committee member may resign by giving written notice to the Board, and may resign membership on the Committee without resigning from the Board. The Board may designate one or more independent directors of the Company as alternate members of the Committee, who may replace any absent or disqualified Committee member at any meetings.
The Committee shall meet in person or telephonically as often as necessary, but at least once a year, to carry out its responsibilities. The Board shall designate one member of the Committee as its Chairperson.
The Chairperson shall call and preside at each meeting of the Committee and, in the absence of the Chairperson, one of the other members of the Committee shall be designated as the acting chair of the meeting. All meetings of the Committee shall be governed by the same rules regarding notice, quorum, and voting requirements as are applicable to the Board. Written minutes of the meetings of the Committee in the form approved at the immediately following meeting shall be duly filed in the Company records. The Committee may form and delegate authority to one or more subcommittees as it deems necessary or advisable from time to time, provided, that any such subcommittee shall report any actions taken by it to the full Committee at its next regularly scheduled meeting. The Committee shall fix any additional rules or procedure as it deems necessary or advisable consistent with this Charter, the bylaws of the Company, the NASDAQ Rules, and the laws of the State of Delaware.
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 terms and conditions of the search firm’s retention. In performing its duties, the Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting, or other advisors or resources, and shall have full access to the Company’s senior management and employees and all of the Company’s books, records, and facilities. The Company shall provide funding for any external advisors retained or resources used by the Committee.
In addition to such other duties as the Board may from time to time assign to the Committee or as may be required by applicable law or regulation, the Committee shall do the following:
- Monitor the size and composition of the Board.
- Seek, for recommendation to the Board, individuals qualified to become Board members in accordance with the Company’s Policy Governing Director Qualifications and Nominations, and assist management in recruiting such individuals as new Board members.
- Consider any nominations of director candidates validly made by stockholders of the Company.
- Monitor compliance with Board and committee membership criteria, and annually review and make recommendations to the Board as to the independence of each director.
- Generally advise the Board on corporate governance matters.
- Regularly review issues and developments related to corporate governance and bring to the Board’s attention current and emerging corporate governance trends and issues.
- 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.
- Annually review and reassess the adequacy of the corporate governance guidelines and policies of the Company and recommend any proposed changes to the Board for approval.
- Annually review and assess the adequacy of the Company’s certificate of incorporation and bylaws to ensure compliance with corporate governance principles and recommend any proposed changes to the Board for approval.
- Annually review and reassess the adequacy of this Charter and the Company’s Policy Governing Director Qualifications and Nominations and recommend any proposed changes to the Board for approval.
- Review all stockholder proposals properly submitted to the Company in accordance with the provisions of its bylaws (including any proposal relating to a nomination of a member of the Board) and recommend to the Board appropriate action on each such proposal with input from an independent advisor and/or legal counsel, as appropriate.
- Annually review its own performance.
- Perform any other activities consistent with this Charter, the Company’s bylaws, the rules of any exchange upon which the Company’s securities are listed, and the laws of the State of Delaware as the Committee or the Board deems necessary or appropriate.
- Monitor management’s efforts to identify business activities of the Company which involve material risk to the stakeholders of the Company.
- Monitor and review management’s preparation and implementation of risk controls for the business activities which involve material risk to the stakeholders of the Company.
- Regularly monitor the progress of the risk controls put into place for the business activities which involve material risk to the stakeholders of the Company.
- Annually monitor the progress of the Compensation Committee’s succession planning for the position of the Chief Executive Officer.
- Annually review and assess the adequacy of all of the Company's corporate level policies, and recommend any proposed changes to the Board for approval.
As the above listed tasks and focus areas may not be relevant to all of the matters and tasks that the Committee may consider and act upon from time to time, the members of the Committee in their judgment and within the bounds of any applicable law, rule, or regulation may determine the relevance of and attention that those items should receive in any particular context.
October 31, 2013
Mr. O'Hara most recently served as CEO of Integra Telecom Inc., a facility based communications company, which he had served as a director for since December 2009. Previously, he co-founded and served as the Executive Chairman of the Board of Troppus Software Corporation, an early stage software company. He sold the business to a leading international service provider in January, 2011. Prior to that, Mr. O'Hara was a co-founder Of Level 3 Communications, Inc. and served as its President from July 2000 to March 2008 and as the Chief Operating Officer of Level 3 Communications, Inc. from March 1998 to March 2008. From August 1997 to July 2000, Mr. O'Hara served as Executive Vice President of Level 3 Communications, Inc. Prior to that, Mr. O'Hara served as President and Chief Executive Officer of MFS Global Network Services, Inc. from 1995 to 1997, and as Senior Vice President of MFS and President of MFS Development, Inc. from October 1992 to August 1995. From 1990 to 1992, he was a Vice President of MFS Telecom, Inc. Mr. O'Hara currently serves as Chairman of the Board for Elemental Technologies, a leading video processing company. Mr. O'Hara has a Master of Business Administration from the University of Chicago and a Bachelor of Science in Electrical Engineering from Drexel University. Mr. O'Hara will bring a wealth of experience in the communications industry to our board as well as experience running a public company.
Mr. Browning served as a partner at KPMG LLP, an international accounting firm, from July 1980 to his retirement in September 2009. Mr. Browning began his career at KPMG LLP in 1971, becoming a partner in 1980. Mr. Browning most recently served as KPMG's Southwest Area Professional Practice Partner in Houston. Mr. Browning has also served as an SEC Reviewing Partner and as Partner in Charge of KPMG LLP's New Orleans audit practice. Mr. Browning received a B.S. degree in Business Administration from Louisiana State University and is a certified public accountant. He currently serves on the Board and Audit Committee of Texas Capital Bancshares, Inc., a publicly traded financial holding company. Mr. Browning will bring a wealth of knowledge dealing with financial and accounting matters to our board as well as extensive knowledge of the role of public company boards of directors.
Mattia Caprioli (based in London) is a Member of Kohlberg Kravis Roberts & Co. (KKR). He is responsible for its Business Services industry team in Europe. Since joining KKR in 2001, Mr. Caprioli has played a significant role in many investments including Legrand, Toys 'R' Us, FL Selenia, PagesJaunes, AVR, Van Gansewinkel, Alliance Boots, Inaer and Bond (now Avincis). Currently, Mr. Caprioli serves on the board of directors of Alliance Boots (2007-present) and Avincis (2010-present). Prior to joining KKR, Mr. Caprioli was with Goldman Sachs International in London, where he was involved in a broad array of mergers, acquisitions and financings across a variety of industries. He holds a M.Sc., summa cum laude, from L. Bocconi University, Milan, Italy.
Mr. Olsen currently serves as the Chairman & CEO of vXchnge Holdings, LLC, a private company offering data center services. He previously served as Chief Executive Officer, President and Director of Switch and Data Facilities Company, Inc., a provider of network-neutral data centers that house, power and interconnect the Internet, from February 2004 to May 2010, when Switch and Data Facilities Company, Inc. was acquired by Equinix, Inc. Prior to that, Mr. Olsen served as a Vice President of AT&T, where he was responsible for indirect sales and global sales channel management from May 1993 to February 2004. From 1986 to 1993, Mr. Olsen served as Vice President of Graphnet, Inc., a provider of integrated data messaging technology and services. Mr. Olsen has a bachelor's degree from the State University of New York, Geneseo. Mr. Olsen will bring experience in running a public company to our board as well as a wealth of experience in the communications industry.