This Statement of Corporate Governance has been established by the Board of Directors (the “Board”) of THE MEDIA GLOBO CORPORATION (the “Company”), and is intended, in conjunction with the Company’s Restated Certificate of Incorporation, Amended and Restated By-Laws (the “By-Laws”), other corporate governance documents and all applicable laws, to be a flexible framework within which the Board may conduct its business.
The Board of Directors
The Board oversees the business of the Company and its controlled entities (referred to collectively as the “Group”) and is responsible for the corporate governance of the Company. The Board establishes broad corporate policies, sets the strategic direction for the Group and oversees management with a focus on enhancing the interests of stockholders.
Size of the Board
The By-Laws provide that the Board shall have the exclusive authority to determine the size of the Board from time to time; provided, however, the Board shall consist of not less than one (1) member during start-up, organization and developmental stages of operations, and not less three (3) members for so long as, and provided that, the Company is fully operational.
The By-laws provide that the Board be divided into three (3) classes (as nearly equal in number as possible) and at every annual meeting of stockholders the term for one class of Directors shall expire and all vacant directorships may be filled at that meeting. The class of Directors whose term expires in a given year shall be the class that has been in office longest. A Director whose term has expired is eligible for re-election. No Director can serve for a term longer than three (3) years without re-election. Further, Directors appointed due to a vacancy shall hold office until the term of the class to which they were appointed expires.
The Board shall be comprised of a majority of the Directors who qualify as “independent directors” in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of NASDAQ ( "NASDAQ" ) and/or of the New York Stock Exchange (the “NYSE”), as they may be amended from time to time. The Board shall annually review and determine the independence of each Director.
Meetings of the Board
Regular meetings of the Board shall be held at such times and places as determined by the Board and special meetings shall be held at other times as the Board may determine is appropriate.
Board Meeting Materials
To the extent practicable, the Directors shall be provided with appropriate materials in advance of each meeting to permit prior review by the Directors.
Executive Sessions of Non-Executive Directors
Directors who are not executives of the Company (the “non-executive Directors”) shall meet in executive session without the participation of management in connection with each regular meeting of the Board, and at other times as they may determine is appropriate.
An independent, non-executive Director shall be designated as Lead Director and shall preside over meetings of the non-executive Directors of the Board and supervise the self evaluations of Directors and the Board’s determination of the independence of its Directors; provided the Company is fully operational at the time of Lead Director appointment.
Board Membership Criteria
The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) is responsible for developing criteria for filling vacant Board positions, taking into consideration such factors as it deems appropriate. No single factor is determinative. Relevant considerations include the candidate’s education and background; his or her general business experience and familiarity with the Group’s businesses; and whether he or she possesses unique expertise which will be of value to the Company. Candidates should not have any interests that would materially impair his or her ability to exercise independent judgment or otherwise discharge the fiduciary duties owed as a director to the Company and its stockholders. All candidates must be individuals of personal integrity and ethical character, and who value and appreciate these qualities in others. It is expected that each Director will devote the necessary time to the fulfillment of his or her duties as a Director. In this regard, the Nominating and Corporate Governance Committee will consider the number and nature of each Director’s other commitments, including other directorships. The Nominating and Corporate Governance Committee will seek to promote through the nominations process diversity on the Board of professional background, experience, expertise, perspective, age, gender, ethnicity and country of citizenship.
Without approval from the Board, the Chairman of the Board shall not be a member of the board of directors of more than two (2) other public companies, excluding boards of directors of companies affiliated with the Company. Without approval from the Board, other members of the Board shall not be a member of the board of directors of more than five (5) other public companies, excluding boards of directors of companies affiliated with the Company; provided, however, that members of the Audit Committee shall not serve on the audit committees of more than two (2) other public companies.
Change in a Director’s Occupation
The Board does not believe that Directors who retire or change the position they held when they became a member of the Board should necessarily leave the Board. However, promptly following such an event, the Director must notify the Nominating and Corporate Governance Committee of such event and the Nominating and Corporate Governance Committee may take such event into consideration when determining whether to re-nominate such Director.
Director Tenure and Retirement
The Company does not have established term limits or a set retirement age for Directors. The Company’s policy regarding Director tenure and retirement is determined on a case-by-case basis depending upon various factors, including the age and experience of the Director and his or her history of service on the Board.
The Compensation Committee of the Board (the “Compensation Committee”) is responsible for reviewing the compensation of non-executive Directors for their service on the Board and its committees. The Compensation Committee shall periodically review director compensation against the Company’s peers and consider the appropriateness of the form and amount of director compensation and make recommendations to the Board concerning director compensation with a view toward attracting and retaining qualified Directors. Directors who are executives or employees of the Company shall not receive any additional compensation for serving as a Director.
The Board may, from time to time, by majority vote, elect one or more of its former Directors to serve as a Director Emeritus for one or more consecutive one-year terms or until such Director Emeritus’ earlier resignation or removal by a majority of the Board for any reason or no reason. Directors Emeritus shall serve as consultants to the Board and may be asked to serve as consultants to committees of the Board. Directors Emeritus may be invited to attend meetings of the Board or any committee of the Board and, if present, may participate in the discussions occurring at such meetings. Directors Emeritus shall not be counted for the purpose of determining whether a quorum of the Board or a committee of the Board is present and shall not have any of the responsibilities or liabilities of a Director, nor any of a Director’s rights, powers or privileges. Directors Emeritus will be entitled to receive fees for such service in such form and amount as recommended by the Compensation Committee and approved by the Board, and shall be reimbursed for reasonable travel and other out-of-pocket business expenses incurred in connection with attendance at meetings of the Board and its committees. Directors Emeritus shall remain subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and shall remain subject to all News Corporation policies applicable to Directors, including, but not limited to, the News Corporation Standards of Business Conduct and the News Corporation Insider Trading and Confidentiality Policy. Reference in the By-laws to “Directors” shall not mean or include Directors Emeritus.
Non-Executive Director Equity Ownership Requirements
Non-executive Directors are expected to have an appropriate equity ownership in the Company to more closely align their economic interests with those of other Company stockholders. Each non-executive Director shall be required to own equity securities of the Company (including deferred stock units, stock appreciation rights and restricted share units) equal in value to at least three (3) times the amount of the non-executive Director’s annual cash retainer for service on the Board within three (3) years of his or her first election to the Board or June 30, 2010 (the third anniversary of the adoption of this requirement), whichever is later. The Board will evaluate whether exceptions should be made in the case of any Director who, due to his or her unique financial circumstances, would incur a hardship in complying with this requirement.
Director Orientation and Continuing Education
New Directors are given an orientation regarding the Group’s businesses, corporate governance and reporting procedures and are updated on such matters on a continuing basis. In addition, Directors are advised with respect to policies and procedures applicable to Board and committee meetings and the rights and responsibilities of Directors. Various information reports are sent to the Board in order to keep them informed of the Group’s businesses. The Company also encourages Directors to attend appropriate outside continuing education programs, the costs of which will be reimbursed by the Company.
Director Access to Management and Independent Advisors
Directors receive operating and financial reports of the Company and have access to senior management at Board and Committee meetings. The Board shall have the authority to retain, terminate and determine the fees and terms of consultants, legal counsel and other advisors to the Board as the Board may deem appropriate in its discretion.
Attendance at Annual Meeting of Stockholders
All Directors are encouraged to attend the Company’s Annual Meeting of Stockholders.
Board and Committee Self-Evaluations
The Nominating and Corporate Governance Committee shall be responsible for conducting an annual review and evaluation of the Board’s conduct and performance based upon completion by all Directors of a self-evaluation form that includes an assessment, among other things, of the Board’s maintenance and implementation of the Company’s standards of conduct and corporate governance policies. The review shall seek to identify specific areas, if any, in need of improvement or strengthening and shall culminate in a discussion by the full Board of the results and any actions to be taken. Each of the standing committees of the Board shall evaluate its performance at least annually and report to the Board on such evaluation.
Performance-Based Bonus Clawback Policy
To the extent permitted by governing law and any employment arrangements entered into before the adoption of this policy, the Company will require reimbursement of a portion of any performance-based bonus granted to any named executive officer after June 30, 2007 where: a) the bonus payment was predicated upon the achievement of certain financial results that were subsequently the subject of a substantial restatement, b) in the Board’s view the officer engaged in fraud or misconduct that caused or partially caused the need for the substantial restatement and c) a lower payment would have been made to the officer based upon the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover the amount by which the individual officer’s annual bonus for the relevant period exceeded the lower payment that would have been made based on the restated financial results, plus a reasonable rate of interest; provided that the Company will not seek to recover bonuses granted more than three years prior to the date the applicable restatement is disclosed. For purposes of this policy, the term “named executive officers” has the meaning given that term in Item 402(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and the term “bonus” means a payout under the MEDIA GLOBO Corporation Long-Term Incentive Plan
The Board has three standing committees: • the Audit Committee; • the Nominating and Corporate Governance Committee; and • the Compensation Committee.
These committees are comprised entirely of independent Directors, as currently required under the rules of the Exchange Act and NASDAQ and/or NYSE listing standards. Each committee is governed by a written charter approved by the Board. These charters are available on the Company’s website at www.mediaglobocorp.com .
Each of the standing committees of the Board has the authority to retain, terminate and determine the fees and terms of consultants, legal counsel and other advisors to such committees as such committee may deem appropriate in its discretion.
Chief Executive Officer Evaluation and Succession
The Compensation Committee is responsible for reviewing and approving goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”), evaluating the performance of the CEO in light of the goals and objectives and recommending to the Board the compensation of the CEO based on such evaluation. The Board plans for succession to the position of CEO of the Company, which involves consideration of its policies and principles regarding selection and performance review of the CEO, and plans for succession in the event of an emergency or the retirement of the CEO. To assist the Board, the CEO shall provide the Compensation Committee and the Board with an assessment of members of senior management and their succession potential. The Compensation Committee shall report the results of these assessments to the Board.
The Board has adopted “Standards of Business Conduct.” The full text of the Standards may be found on the Company’s website. The Standards of Business Conduct confirm the Company’s policy to conduct its affairs in compliance with all applicable laws and regulations and observe the highest standards of business ethics. The Company intends that the spirit as well as the letter of those standards is followed by all Directors, officers and employees of the Company, its subsidiaries and divisions. This is communicated to each new Director, officer and employee and has already been communicated to those in positions at the time the Standards of Business Conduct were adopted. The Standards of Business Conduct deal with the following main areas:
• corporate assets and information: (a) Company funds and property; (b) corporate records and accounting; (c) confidential and proprietary information; (d) insider trading; (e) legal disputes;
• conflicts of interest; • dealings with others: (a) government officials; (b) business hospitality; (c) prohibited payments;
• equal opportunity and unlawful harassment; • safety of the workplace and environmental protection; and • relationships with competitors and other trade practices.
Employees are encouraged to raise any matters of concern with their supervisor or the relevant general counsel. The Standards of Business Conduct also apply to ensure compliance with stock exchange disclosure requirements and to ensure accountability at a senior management level for that compliance.
Code of Ethics for the CEO and Senior Financial Officers
To further promote ethical and responsible decision making, the Board has established a Code of Ethics for the CEO and senior financial officers that is included in the Company’s Standards of Business Conduct.
Protection for Company “whistleblowers”
The Company has established procedures which have been incorporated into the Company’s Standards of Business Conduct to facilitate the submission and review of complaints from employees regarding questionable accounting, internal controls or auditing matters on a confidential and anonymous basis. These procedures enable employees to make their concerns known without fear of retaliation and in the knowledge that procedures are in place to act upon their complaints.
Stockholders play an integral part in corporate governance and the Board ensures that stockholders are kept fully informed through:
• information provided on the Company’s website ( www.mediaglobocorp.com), including its Annual Report which shall be distributed to all stockholders electing to receive it and which shall be available to all stockholders on request;
• reports and other disclosures made periodically by the Company to the Securities and Exchange Commission, NASDAQ, the New York Stock Exchange, certain other foreign securities exchanges; and
• notices and proxy statements of special and annual meetings.
It is the policy of the Company to facilitate communications of stockholders and other interested parties with the Board and its various committees. Stockholders may raise matters of concern at the annual meetings of stockholders. In addition, any stockholder or other interested party wishing to communicate with any Director, any committee of the Board or to the Board as a whole, may do so by submitting such communication in writing and sending it by regular mail to the attention of the appropriate party or to the attention of the Lead Director at THE MEDIA GLOBO CORPORATION at is Corporate Headquarters. This information is also posted on the Company’s website at: www.mediaglobocorp.com.
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