FairPoint Communications 2004 Annual Report Download - page 127

Compensation Committee
Our compensation committee consists of David L. Hauser, Patricia Garrison-Corbin and Kent R. Weldon. David L. Hauser is the chair
of the compensation committee. Among other functions, the principal duties and responsibilities of our compensation committee are to:
•review and approve corporate goals and objectives relevant to our Chief Executive Officer's and other named executive officers'
compensation;
•evaluate our Chief Executive Officer's and our other named executive officers' performance in light of their goals and
objectives;
•either as a committee, or together with the other independent directors, determine and approve the Chief Executive Officer's
and our other named executive officers' compensation;
•make recommendations to our board of directors regarding the salaries, incentive compensation plans and equity-based plans
for our employees; and
•produce a compensation committee report on executive compensation as required by the Securities and Exchange
Commission to be included in our annual proxy statement or annual report on Form 10-K filed with the Securities and
Exchange Commission.
Compensation Committee Interlocks and Insider Participation
For the fiscal year ended December 31, 2004, our compensation committee consisted of Anthony J. DiNovi and George E. Matelich.
Mr. DiNovi and Mr. Matelich resigned from our board of directors in connection with the offering. None of our executive officers has served as
a member of the compensation committee (or other committee serving an equivalent function) of any other entity, whose executive officers
served as a director of our company or member of our compensation committee.
Corporate Governance Committee
Our corporate governance committee consists of Patricia Garrison-Corbin, Claude C. Lilly and Frank K. Bynum, Jr. Patricia Garrison-
Corbin is the chair of the corporate governance committee. Among other functions, the principal duties and responsibilities of our corporate
governance committee are to:
•identify candidates qualified to become board members, consistent with criteria approved by the board;
•recommend the candidates identified be selected as nominees for the next annual meeting of shareholders;
•develop and recommend to the board a set of corporate governance principles applicable to the corporation; and
•oversee the evaluation of the board and management.
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The Company has adopted a Code of Business Conduct and Ethics, which we refer to as the Code of Conduct, to help the Company
achieve the highest business and personal ethical standards as well as compliance with the laws and regulations that apply to the business.
The Code of Conduct sets forth basic guiding principles and standards of conduct for all employees, directors and officers of the Company and
its subsidiaries and controlled affiliates.
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