US Cellular 2008 Annual Report Download - page 22

Other Committees
Pricing Committee. U.S. Cellular has a Pricing Committee, consisting of LeRoy T. Carlson, Jr. as
Chairman, and John E. Rooney and Kenneth R. Meyers as members. The Pricing Committee does not
have a charter. Pursuant to resolutions of the U.S. Cellular board of directors from time to time, the
Pricing Committee is authorized to take certain action with respect to financing and capital transactions
of U.S. Cellular, such as the issuance, redemption or repurchase of debt or the repurchase of shares of
capital stock of U.S. Cellular.
Director Nomination Process
U.S. Cellular does not have a corporate governance/nominating committee and does not have a
corporate governance/nominating committee charter. Under listing standards of the NYSE, U.S. Cellular
is exempt from the requirement to have a corporate governance/nominating committee comprised solely
of independent directors because it is a controlled company as such term is defined by the NYSE.
Instead, the entire board of directors participates in the consideration of director nominees.
The U.S. Cellular board of directors does not have a formal policy with regard to the consideration of
any director candidates recommended by shareholders. Because TDS has sole voting power in the
election of directors elected by holders of Series A Common Shares and a majority of the voting power
in the election of directors elected by holders of Common Shares, nominations of directors for election
by the holders of Series A Common Shares and Common Shares are generally based on the
recommendation of TDS. With respect to candidates for director to be elected by the Common Shares,
the U.S. Cellular board may from time to time informally consider candidates recommended by
shareholders that hold a significant number of Common Shares. The U.S. Cellular board has no formal
procedures to be followed by shareholders in submitting recommendations of candidates for director.
The U.S. Cellular board of directors does not have any specific, minimum qualifications that the
board believes must be met by a nominee for a position on the U.S. Cellular board of directors, or any
specific qualities or skills that the board believes are necessary for one or more of the U.S. Cellular
directors to possess. The U.S. Cellular board of directors has consistently sought to nominate to the
board of directors eminently qualified individuals whom the board believes would provide substantial
benefit and guidance to U.S. Cellular. The U.S. Cellular board believes that substantial judgment,
diligence and care are required to identify and select qualified persons as directors and does not believe
that it would be appropriate to place limitations on its own discretion.
In general, the U.S. Cellular board of directors will nominate existing directors for re-election unless
the board has a concern about the director’s ability to perform his or her duties. In the event of a
vacancy on the board of a director elected by holders of Series A Common Shares, nominations are
based on the recommendation of TDS. In the event of a vacancy on the board of a director elected by
holders of Common Shares, U.S. Cellular may use various sources to identify potential candidates,
including an executive search firm. In addition, the Chairman may consider recommendations by
shareholders that hold a significant number of Common Shares. Potential candidates are initially
screened by the Chairman and by other persons as the Chairman designates. Following this process,
when appropriate, information about the candidate is presented to and discussed by the full board of
directors.
Each of the nominees approved by the U.S. Cellular board for election at the 2009 annual meeting is
an executive officer and/or director who is standing for re-election.
From time to time, U.S. Cellular may pay a fee to an executive search firm to identify potential
candidates for election as directors. U.S. Cellular did not pay a fee in 2008 to any third party or parties to
identify or evaluate or assist in identifying or evaluating potential new nominees for election of directors
at the 2009 annual meeting.
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