Charter 2008 Annual Report Download - page 59

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Table of Contents
Section 16(a) Beneficial Ownership Reporting Requirement
Section 16 of the Exchange Act requires our directors and certain of our officers, and persons who own
more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission. Such persons are required by Securities and Exchange
Commission regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our
review of the copies of such forms furnished to us and written representations from these officers and
directors, we believe that all Section 16(a) filing requirements applicable to our officers and directors were
complied with during the 2007 fiscal year with one exception. Mr. Howard filed an amended Form 3 in
March 2008 as a result of inadvertently failing to include performance shares received in 2006.
Code of Ethics
We have adopted a Code of Conduct that constitutes a Code of Ethics within the meaning of federal
securities regulations for our employees, including all executive officers and directors. We also established a
hotline and website for reporting alleged violations of the Code of Conduct, established procedures for
processing complaints and implemented educational programs to inform our employees regarding the Code of
Conduct. A copy of our Code of Conduct is available on our website at www.charter.com.
Stockholder Proposals for 2009 Annual Meeting
If you want to include a stockholder proposal in the proxy statement for the 2009 annual meeting, it must
be delivered to the Corporate Secretary at the Company’s executive offices no later than November 18, 2008.
The federal proxy rules specify what constitutes timely submission and whether a stockholder proposal is
eligible to be included in the proxy statement. Stockholder nominations of directors are not stockholder
proposals within the meaning of Rule 14a-8 and are not eligible for inclusion in the Company’s proxy
statement.
If a stockholder desires to bring business before the meeting that is not the subject of a proposal timely
and properly submitted for inclusion in the proxy statement, the stockholder must follow procedures outlined
in the Company’s Bylaws. One of the procedural requirements in the Bylaws is timely notice in writing of the
business the stockholder proposes to bring before the meeting. To be timely with respect to the 2009 annual
meeting, such a notice must be delivered to the Company’s Corporate Secretary at the Company’s executive
offices no earlier than January 7, 2009 and no later than February 1, 2009. However, in the event that the
Company elects to hold its next annual meeting more than 30 days before or after the anniversary of this
Annual Meeting, such stockholder proposals would have to be received by the Company not earlier than
120 days prior to the next annual meeting date and not later than 90 days prior to the next annual meeting
date.
Such notice must include: (1) for a nomination for director, all information relating to such person that is
required to be disclosed in a proxy for election of directors; (2) as to any other business, a description of the
proposed business, the text of the proposal, the reasons therefore, and any material interest the stockholder
may have in that business; and (3) certain information regarding the stockholder making the proposal. These
requirements are separate from the requirements a stockholder must meet to have a proposal included in the
Company’s proxy statement. The foregoing time limits also apply in determining whether notice is timely for
purposes of rules adopted by the Securities and Exchange Commission relating to the exercise of
discretionary voting authority.
Any stockholder desiring a copy of the Company’s Bylaws will be furnished one without charge upon
written request to the Corporate Secretary. A copy of the amended and restated Bylaws was filed as an exhibit
to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and is available
at the Securities and Exchange Commission Internet site (http://www.sec.gov).
51
Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008