FairPoint Communications 2009 Annual Report Download - page 173

Table of Contents
management and independent registered public accounting firm the scope and results of the annual audit, our accounting firm's independence and our
accounting policies.
The audit committee is required to report regularly to our board of directors to discuss any issues that arise with respect to the quality or integrity of
our financial statements, our compliance with legal or regulatory requirements, the performance and independence of our independent registered public
accounting firm, and the performance of the internal audit function.
A copy of our audit committee charter can be found on our website at www.fairpoint.com on the "Investors" page, under the "Corporate
Governance" caption. In addition, a copy of our audit committee charter is available free of charge upon request directed to our secretary at: Secretary,
FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202.
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Our compensation committee for fiscal 2009 consisted of Thomas F. Gilbane, Jr., Jane E. Newman, and Michael R. Tuttle and met twenty-one
times during 2009. Prior to his appointment as our Chief Executive Officer, David L. Hauser served on our compensation committee. Thomas F.
Gilbane, Jr. is the chair of our compensation committee. All compensation committee members satisfy the independence criteria set forth in the listing
standards of the NYSE. Among other functions, our compensation committee oversees the compensation of our Chief Executive Officer and other
executive officers, including plans and programs relating to cash compensation, incentive compensation, equity based awards and other benefits and
perquisites and administers any such plans or programs as required by the terms thereof.
A copy of our compensation committee charter can be found on our website at www.fairpoint.com on the "Investors" page, under the "Corporate
Governance" caption. In addition, a copy of our compensation committee charter is available free of charge upon request directed to our secretary at:
Secretary, FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202.
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During 2009, decisions on various elements of executive compensation were made by our compensation committee. No officer, employee or
former officer of the Company served as a member of our compensation committee during 2009. No committee member had any interlocking
relationships requiring disclosure under applicable rules and regulations.
For a description of certain relationships and transactions between us and members of our board of directors or their affiliates, see "Certain
Relationships and Related Party Transactions."
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Our corporate governance committee for fiscal 2009 consisted of Claude C. Lilly, Jane E. Newman and Michael R. Tuttle, and met twice during
2009. Michael R. Tuttle is the chair of our corporate governance committee. Prior to her resignation from our board of directors, Ms. Garrison-Corbin
served as the chair of our corporate governance committee. All corporate governance committee members satisfy the independence criteria set forth in
the listing standards of the NYSE. Among other functions, the principal duties and responsibilities of our corporate governance committee are to
identify qualified individuals to become board members, recommend to our board of directors individuals to be designated as nominees for election as
directors at the annual meetings of stockholders, and develop and recommend to our board of directors our corporate governance guidelines.
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