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1.1 Size of the Board
The Board of Directors (the “Board”) of altafiber (the “Company”) currently has 9 members. The Company’s regulations permit the Board to vary in size from 9 to 17. The Company’s Chief Executive Officer may serve as one of the Directors. The Management Committee (the “Management Committee”) of Red Fiber Holdings LLC (the “Parent”) periodically reviews the size of the Board, which may vary to meet the needs of the Company and the availability of suitable candidates.
1.2 Board Membership Criteria
The Management Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of individual Board members, as well as the composition of the Board as a whole, in the context of the needs of the Company. The Management Committee will review all nominees for director in accordance with its charter and selection criteria and select those nominees whose attributes it believes would be most beneficial to the Company. This assessment will include such issues as experience, integrity, competence, diversity, sound business judgment and dedication in the context of the needs of the Board.
1.3 Selection of New Director Candidates
The Management Committee is responsible for filling Board vacancies or newly created Board positions.
The Company’s Directors should be ethical individuals of proven judgment and competence with professional experience and skills that are complimentary to the needs of the Company. Directors should also have demonstrated the ability to exercise sound business judgment and independence, and be willing to devote sufficient time to fulfill their responsibilities to the Company and its owners.
3.1 Role of the Board
The primary purpose of the Board is to provide oversight and strategic guidance to senior management. The core responsibility of each Director is to exercise his or her fiduciary duty to act in the best interest of the Company and its owners.
3.2 Preparation for and Attendance of Meetings
Directors are expected to rigorously prepare for, attend and participate in all Board meetings, including the Company’s annual shareholder meeting and all applicable Committee meetings. Each Director is expected to ensure that other existing and planned future commitments do not materially interfere with his or her service on the Company’s Board.
3.3 Compliance with Code of Ethics
All Directors shall at all times exhibit the highest standards of integrity and ethical behavior and adhere to the Company’s Code of Ethics for Directors.
3.4 Conflicts of Interest
Directors shall promptly notify the Management Committee and the Company’s General Counsel if any actual or potential conflict of interest arises between the Director and the Company. If a significant conflict exists and cannot be resolved, the Director will be required to resign. In addition, Directors are required to recuse themselves from any Board discussion or decision affecting their personal, business or professional interests. The Management Committee will consider, and the Board will resolve, any conflicts of interest or code of ethics questions concerning Directors or senior management.
3.5 Corporate Opportunities
The Company’s Code of Ethics for Directors prohibits Directors from taking advantage of an opportunity to engage in a business activity that properly belongs to the Company, including any activity that is discovered as a result of the use of Company information or property or in connection with a Director’s service on the Board. In addition, Directors are prohibited from using Company information, property or their positions on the Board for personal gain.
3.6 Prompt Disclosure of Any Change in Affiliation
Directors are expected to report to the Management Committee when they experience a significant change in their business or professional affiliation or responsibility. The Management Committee will determine whether the Director should continue to serve on the Board or be removed from the Board.
4.1 Regular Meetings
The Board generally has four regularly scheduled meetings per year, on dates selected by the Board. Directors will be given as much advance notice of these meeting dates as reasonably practicable.
4.2 Special Meetings
Recognizing that situations arise requiring prompt Board action, Directors are also required to make themselves available for special meetings and promptly return documents requiring their signature. Directors shall receive prompt notification of such special meetings.
4.3 Annual Strategic Planning Session
The Chief Executive Officer, in conjunction with the Company’s senior management team, is responsible for facilitating an annual strategic planning session among the Board and the Company’s senior management team. The strategic planning session should include presentations from senior management on the Company’s short and long-term strategic initiatives.
The Chief Executive Officer, in consultation with the Board members, shall set the agenda for meetings of the full Board. Similarly, the Chief Executive Officer, in consultation with other applicable Committee members, shall set the agenda for Committee meetings. Directors and Committee members may suggest agenda items and may raise other matters at meetings.
4.5 Executive Sessions
The Board generally meets in executive session at each regularly scheduled Board meeting and may hold such additional executive sessions as they determine necessary or appropriate. The Senior Managing Director of Macquarie Asset Management shall preside at these executive sessions.
4.6 Materials Distributed in Advance
Information that is important to the Board’s understanding of the Company’s business and any meeting agenda items will be distributed in writing to the Board before the Board meets. Supplemental written materials will be provided to the Board on a periodic basis and at any time upon request of Board members. Sensitive or privileged subject matters may be discussed at the meeting without written materials being distributed in advance or at the meeting.
5.1 Audit Committee
The Parent has an Audit Committee of at least three members. All members of this Committee shall be financially literate. The primary functions of the Audit Committee are to assist the Board in its oversight of: (1) the integrity of the financial statements of the Company, (2) the Company’s compliance with legal and regulatory requirements, (3) the independence and qualifications of the independent auditor, and (4) the performance of the Company’s internal audit function and independent auditors. The Committee is also responsible for reviewing with management the Company’s annual capital and financing plans, as well as any significant financing transactions. The Committee shall operate in accordance with applicable law, its charter, and the applicable rules of the Securities and Exchange Commission.
5.2 Compensation Committee
The Parent has a Compensation Committee of at least three members. All members of this Committee shall be non-employee directors. The primary functions of the Compensation Committee are to ensure that certain key executives are effectively compensated in terms of base compensation, short and long term incentive compensation and benefits that are competitive. The Committee shall operate in accordance with applicable law, its charter, and the applicable rules of the Securities and Exchange Commission.
5.3 Other Committees
The Management Committee or Parent may also establish such other committees as it deems appropriate and delegate to those committees any authority permitted by applicable law and the Company’s regulations.
6.1 Access to Employees/Management
Each Director shall have complete access to the Company’s management team. The Company’s management team will make itself available to answer questions from the Directors and respond promptly with any appropriate follow up. Board members are encouraged to make arrangements to visit Company facilities and engage in ongoing dialogue with the Company’s management team. The Corporate Secretary shall, whenever requested, assist in arranging and facilitating such visits.
6.2 Access to Independent Advisors
The Board and each of the Board’s Committees may engage and consult with financial, legal, or other independent advisors as they deem necessary or appropriate. The Company will bear the costs associated with any such engagements.
The Chief Executive Officer, in conjunction with the Management Committee and the Company’s senior management team, is responsible for conducting appropriate orientation programs for new Directors. The orientation programs shall include presentations designed to familiarize new Directors with the Company and its strategic plans, its significant financial, accounting and risk management issues, the Company’s Code of Business Conduct, compliance programs and other controls, its senior management team, and its internal and independent auditors. The orientation programs shall also address procedures of the Board, Director responsibilities, Committee charters, and these Corporate Governance Guidelines.
Directors and officers of the Company shall be entitled to have the Company purchase reasonable directors’ and officers’ liability insurance on their behalf, and to receive the benefits of indemnification to the fullest extent permitted by law and the Company’s regulations.
Anyone having a concern about the Company’s conduct, or about the Company’s accounting, internal accounting controls or auditing matters, may communicate that concern directly to the Audit Committee. Such communications may be confidential or anonymous, and may be reported via a special website for receiving such complaints or by calling a toll-free telephone number. The special website address and toll-free telephone number are published on the Company’s website at www.altafiber.com.
Approved: April 13, 2022
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