I. Committee Purpose
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board (the “Board”) of Arbitron Inc. (the “Company”) is to assist the Board in:
A) Identifying, in accordance with policies and procedures adopted by the Committee from time to time, individuals qualified to become directors and selecting, or recommending that the Board select, the candidates for all directorships to be filled by the Board or by the stockholders;
B) Determining the size of the Board and its committees;
C) Developing, recommending to the Board, implementing, and monitoring a set of Corporate Governance Policies and Guidelines, a Code of Ethics and Conduct, and a Code of Ethics for the CEO and Financial Managers to be adopted by the Board;
D) Overseeing the evaluation of the Board and management;
E) Administering the Company’s Policy and Procedures With Respect to Related Person Transactions; and
F) Insuring that the Company is in compliance with all New York Stock Exchange listing requirements and otherwise taking a leadership role in shaping the corporate governance of the Company.
II. Committee Composition
The Committee shall consist of at least three members of the Board. Members of the Committee shall be appointed by the Board and shall serve until their successors are duly appointed and qualified. Members of the Committee may be replaced, with or without cause, by the Board at its discretion.
All members of the Committee shall meet the independence and other applicable requirements of the New York Stock Exchange, as may be in effect from time to time, as determined by the Board.
Unless a chairperson of the Committee is elected by the full Board, the members of the Committee shall designate a chairperson by majority vote of the full Committee membership. The Committee chairperson shall maintain minutes of Committee meetings and report matters considered and acted upon by the Committee to the full Board at the next regularly scheduled Board meeting.
The Committee shall meet not less than twice annually, and the chairperson shall have the authority to call a special meeting of the Committee, or seek a unanimous written consent of the Committee, whenever he or she deems such a meeting or consent necessary or desirable. The Committee chairperson, in consultation with appropriate members of the Committee or management of the Company, shall set the frequency and length of each meeting and the meeting agenda. A majority of the Committee members shall constitute a quorum and the vote of a majority of the Committee members at any meeting at which a quorum is present shall be the act of the Committee. The Committee may also act by unanimous written consent. The Committee shall have the authority to form, and delegate authority to, such standing and ad-hoc subcommittees as it determines necessary or desirable.
The Committee shall have the authority to investigate any matter within its scope of responsibility with full access to the Company’s books, records, facilities, and personnel.
The Committee shall annually (a) review and assess the adequacy of (i) this Charter, and (ii) the Company’s Policy Regarding Qualification and Nomination of Director Candidates and recommend any proposed changes to the foregoing to the Board for approval, and (b) conduct and present to the Board a self-evaluation of the Committee.
III. Resources
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 retention terms. In addition, the Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of compensation to outside firms or advisors employed by the Committee.
IV. Committee Responsibilities and Duties
The Committee shall have the authority and responsibility to:
A) Seek out suitable candidates who meet the qualification requirements for directors as set forth in the Policy Regarding Qualification and Nomination of Director Candidates to fill vacancies on the Board of Directors, or to provide needed additional experience, expertise and special knowledge as may be required.
B) Identify and make recommendations to the Board regarding (1) all nominees for Board membership, whether for the slate of director nominees to be proposed by the Board to the stockholders, or for any director nominees to be elected by the Board to fill director vacancies, including vacancies arising from increases in the size of the Board, and (2) the removal of a director, when appropriate.
C) Evaluate, in light of the criteria set forth in the Policy Regarding Qualification and Nomination of Director Candidates, the qualifications of potential candidates, including any nominees submitted by stockholders under and in accordance with the provisions of the Company’s Bylaws.
D) Review, at least annually and more frequently as may be necessary, the size and composition of the Board in terms of experience, expertise and special knowledge required for the effective discharge of the Board’s responsibilities. Such review shall include director succession planning, in light of future needs of the Board and Company and application of policies pertaining to tenure on the Board, so as to ensure that Board effectiveness is not diminished during periods of transition.
E) Review, at least annually and more frequently as may be necessary, the committee structure of the Board and recommend to the Board for its approval directors to serve as members of each committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
F) Periodically assess the size of the Board of Directors to ensure that the Board can effectively carry out its obligations.
G) Develop and recommend to the Board for its approval a set of Corporate Governance Policies and Guidelines, a Code of Ethics and Conduct, and a Code of Ethics for the CEO and Financial Managers, review such guidelines and codes at least annually and more frequently as may be necessary, and recommend changes as necessary. The Committee shall also be responsible for implementing and monitoring compliance with, the Corporate Governance Policies and Guidelines, Code of Ethics and Conduct, and Code of Ethics for the CEO and Financial Managers.
H) Administer, and make recommendations to the Board with respect to, the Company’s Policy and Procedures with Respect to Related Person Transactions.
I) Oversee the evaluations of the performance of the Board and management at such times and in such manner as the Committee shall determine.
J) Perform any other activities consistent with this charter, the Company’s Certificate of Incorporation and By-laws, and applicable law, as the Committee deems appropriate or as requested by the Board.
Effective Date: August 29, 2007