Nominating & Corporate Governance Committee Charter

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS ASCENT CAPITAL GROUP INC.

1.) Purpose/Overview

There will be a committee of the Board of Directors (the "Board") of Ascent Capital Group, Inc. (the "Company") which will be called the Nominating and Corporate Governance Committee (the "Committee").

The principal purposes of the Committee are to identify individuals qualified to become Board members and to recommend for the Board's selection the director nominees for the next annual meeting of stockholders.

2.) Committee Membership

The Committee will consist of at least two members. It will be composed of directors who satisfy the independence requirements set forth in the Corporate Governance Rules of The Nasdaq Stock Market, Inc. ("Nasdaq") and any other legal and regulatory requirements as applicable.

The members of the Committee will be appointed, and may from time to time be removed, by the Board.

3.) Functions and Responsibilities

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.

The Committee shall have the following authority and responsibilities:

  • To develop qualification criteria for selecting director candidates and identify individuals qualified to become Board members for recommendation to the Board.
  • To retain and terminate any search firm to be used to identify director candidates and have authority to approve the search firm's fees and other retention terms. The Company will be responsible for the payment of the fees and expenses of such search firm.
  • If requested by the Board, the Chairman of the Board or the Company's Chief Executive Officer, to review and approve any "related person transaction" (defined as any transaction required to be disclosed pursuant to Item 404 of Regulation S-K), as specified in the Corporate Governance Guidelines. This authority shall be concurrent with that of the Audit Committee of the Board.
  • If requested by the Board, to oversee a review of the Company's Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
  • To make reports to the Board, as appropriate, providing an overview of the Committee's activities, summarizing its actions and commenting on the fulfillment of the Committee's duties under this Charter.

4.) Conduct of Meetings

The Committee shall meet when, where and as often as it may deem necessary and appropriate in its judgment, either in person or telephonically. The Chairman of the Board or the Company's Chief Executive Officer shall have the right to call a special meeting of the Committee.

Subject to the bylaws of the Company, the Committee may by resolution establish its own rules of procedure. In the absence of such action by the Committee, the provisions of the Company's bylaws generally applicable to committees of the Board will apply to the Committee. A majority of the members of the Committee appointed by the Board shall constitute a quorum for any meeting of the Committee.

The Corporate Secretary or his or her designee shall keep written minutes of Committee meetings, which minutes shall be maintained with the books and records of the Company.

ADOPTED, by the Corporation's Board of Directors the 4th day of November 2014.

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Committee Members

Philip J. Holthouse
Philip J. Holthouse
  • Professional Background: A director of our company since September 2008. Mr. Holthouse has been a partner with Holthouse Carlin & Van Trigt LLP since 1991, where he provides tax planning and tax consulting services for privately held businesses and high net-worth individuals primarily in the real estate, entertainment and service industries. Mr. Holthouse is a certified public accountant.
  • Other Public Company Directorships: Mr. Holthouse served on the board of directors and audit committee of Napster, Inc. from January 2004 to October 2008.
  • Board Qualification: Mr. Holthouse brings to our Board experience as a public company director and an audit committee member. His tax and accounting training enables him to provide our Board with sophisticated financial insight and to fulfill his function as audit committee chairman.
Michael J. Pohl
Michael J. Pohl
  • Professional Background: A director of our company since September 2008. Mr. Pohl serves as an advisor to companies in the technology, media and telecommunications industries. Mr. Pohl has served on the board of directors of BlackArrow, Inc. since January 2012 and was appointed as Chairman of its board of directors in June 2012. Mr. Pohl has served on the board of Think Analytics since March 2013 and on the board of Imagine Communications Corp. since March 2013, having previously served on the board of its predecessor, Harris Broadcast. From December 2007 to April 2008, Mr. Pohl served as the Interim Vice President/General Manager of the On Demand Systems Division of ARRIS Group, Inc., a communications technology company specializing in the design and engineering of broadband networks (ARRIS). Mr. Pohl was President of Global Strategies at C-COR Incorporated (C-COR) from December 2005 to November 2007, when C-COR was acquired by ARRIS, and served as the President and Chief Executive Officer of nCUBE Corporation, an interactive video server company, from December 1999 to December 2005. Mr. Pohl has been and continues to be actively involved in numerous industry associations and received the National Cable and Telecommunications Association’s highest honor, the Vanguard Award, in 2008.
  • Other Public Company Directorships: Mr. Pohl served on the board of directors and compensation committee of BigBand Networks, Inc. from May 2009 through the sale of the company to ARRIS in November 2011, during which time he served on the audit committee of its board of directors beginning in June 2009 and served as Chairman of its board of directors beginning in February 2010.
  • Board Qualification: Mr. Pohl brings to our Board valuable technological insight and over 25 years of extensive experience with technology companies. His management experience and financial expertise is complemented by his knowledge of applied sciences.