Charter 2008 Annual Report Download - page 15

Table of Contents
Chief Executive Officer of Times Mirror Cable Television and Senior Vice President of its corporate parent,
Times Mirror Co., from 1983 to 1994. He currently serves on the boards of Autodesk Inc. and ADC
Telecommunications, Inc. Mr. Wangberg holds a B.S. degree in mechanical engineering and a M.S. degree in
industrial engineering, both from the University of Minnesota.
Board of Directors
Our board of directors meets regularly throughout the year on a set schedule. The board also holds special
meetings and acts by written consent from time to time as necessary. Eleven of the twelve directors then
serving attended last year’s annual meeting of stockholders, and members of the board of directors are
encouraged to attend the annual meeting each year. In 2007, the full board of directors held eight meetings
and acted two times by written consent. No incumbent director attended fewer than 75% of the total number
of meetings of the board and of committees on which he or she served.
The board of directors has determined that all of the members of the Audit Committee are independent
directors, as required by the NASDAQ Global Select Market listing standards. As previously noted, by virtue
of Mr. Allen’s control of more than 50% of the voting power of the Company, the remaining director
independence requirements of NASDAQ do not apply to the Company, as it is a “controlled company” under
the NASDAQ listing standards, except for the provision that the Company’s independent directors must have
regularly scheduled meetings at which only independent directors are present. The Company’s Corporate
Governance Committee of the board of directors has determined that except for Messrs. Allen, Conn and Smit
and Ms. Patton, all directors are independent under NASDAQ rules.
Stockholder Contact with Directors
Individuals may communicate directly with members of the board of directors or members of the board’s
standing committees by writing to the following address:
Charter Communications, Inc.
Charter Plaza
12405 Powerscourt Drive
St. Louis, Missouri 63131
Attn: Corporate Secretary
The Corporate Secretary will summarize all correspondence received, subject to the standards below, and
periodically forward summaries to the board. Members of the board may at any time request copies of any
such correspondence. Communications may be addressed to the attention of the board, a standing committee
of the board, or any individual member of the board or a committee. Communication that is primarily
commercial in nature, relates to an improper or irrelevant topic, or requires investigation to verify its content
may not be forwarded.
Committees of the Board
The board of directors delegates authority to act with respect to certain matters to board committees
whose members are appointed by the board. The committees of the board of directors include the following:
Audit Committee, Finance Committee, Compensation and Benefits Committee, Executive Committee, and
Corporate Governance Committee.
Charter’s Audit Committee, which has a written charter approved by the board, consists of
Messrs. Davis, Johri and Merritt, all of whom were determined by the board of directors to be independent in
accordance with the applicable corporate governance listing standards of the NASDAQ Global Select Market.
A copy of the Audit Committee’s charter is available on the Company’s website, www.charter.com. The
Company’s board of directors has determined that, in its judgment, Mr. Merritt is an audit committee
financial expert within the meaning of the applicable federal regulations. The Audit Committee held six
meetings in 2007 and executed one unanimous consent in lieu of a meeting.
The Compensation and Benefits Committee, which has a written charter approved by the board, reviews
and approves the Company’s compensation of the senior management of the Company and its subsidiaries.
The charter is available on the Company’s website, www.charter.com. The Committee is comprised of
Messrs. Allen, May,
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008