Comcast 2010 Annual Report Download - page 254

(h) The Board may establish other provisions and procedures relating to the governance of its meetings that are not in conflict with the
terms of this Agreement.
Section 5.05. Action Without a Meeting . Notwithstanding Section 5.04, on any matter requiring an approval or consent of the Board under
this Agreement or the Act, the Board or any committee thereof may take such action without a meeting, without notice and without a vote if a
consent or consents in writing, setting forth the action so taken, shall be signed by all of the Directors or, in the case of a committee, all of the
Directors who are members of such committee.
Section 5.06. Chairman of the Board . Directors designated by the Comcast Members may appoint any one of the Directors who was
designated by the Comcast Members to act as Chairman of the Board and preside at all meetings of Members and the Board at which he or she is
present. Such Chairman shall also perform such other duties as from time to time may be assigned to him or her by the Board, subject, in each
case, to the ultimate authority of the Board and the consent rights set forth in Section 4.10(a).
Section 5.07. Committees of the Board . (a) The Board may designate one or more committees, with each committee to consist of one or
more of the Directors, subject to the requirements set forth in this Section 5.07. Any committee, to the extent permitted by Law and provided in
the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may
require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so
delegated. Each committee shall keep regular minutes and report to the Board when required.
(b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each
committee of the Board and, if there are any Directors designated by the GE Members, each such committee shall include at least one such
Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to
Section 5.01(c)(i).
(c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall
otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b).
Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by
such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any
such committee. Nothing herein shall be deemed to prevent the
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