Corporate Governance

The Corporate Governance rules established by the NextLink’s Board of Directors support our business ambitions. They ensure that the company is responsibly managed and properly controlled. Without limiting vision or hampering swift action, the rules establish a framework of best practices, a way of thinking, and the modus operandi within and around the company to ensure clarity and proper conduct.

The Board of Directors of NextLink delegates authority to the following committees. The function of each committee is generally described below and more specifically set forth in the charters of each committee:

Audit Committee
  • The Audit Committee monitors, and assists the Board in monitoring and overseeing, (a) the selection and independence of our external auditors;(b) our audit, compliance, accounting and financial reporting procedures; (c) the adequacy of our internal financial controls, and (d) the overall integrity of our financial statements. The Audit Committee also oversees the management of risks associated with our financial reporting, accounting and auditing matters.
  • The Audit Committee has established policies that are consistent with the corporate reform laws and regulations for auditor independence.
  • Audit Committee members all meet the applicable tests for independence from management and requirements for financial literacy.
  • The Chairman of the Audit Committee has the requisite financial management expertise.
  • Our internal audit function reports its status and findings directly to the Audit Committee.
Corporate Governance and Nominating Committee
  • The Corporate Governance and Nominating Committee meets all the applicable tests for independence from our management.
  • The Corporate Governance and Nominating Committee is responsible for reviewing the composition and performance of the Board and nominating individuals to present to the Board as candidates for Board membership both in connection with the our annual meeting of stockholders and to fill Board vacancies.
  • The Corporate Governance and Nominating Committee assists the Board of Directors in developing and implementing “best practices” to enhance the quality of the our corporate governance.
Compensation Committee
  • The Compensation Committee meets the applicable tests for independence as defined by our Internal Revenue Service rules.
  • The Compensation Committee reviews and approves our incentive compensation plans, and also sets compensation for non employee director, in accordance with our Compensation Committee charter.