FairPoint Communications 2010 Annual Report Download - page 138

Table of Contents
designation any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the audit
committee of the board of directors in the absence of such designation.
Our audit committee during 2010 consisted of Thomas F. Gilbane, Jr., Robert S. Lilien and Claude C. Lilly, and met seven times during 2010. Claude C.
Lilly was the chair of our audit committee during 2010. All such audit committee members satisfied the independence criteria set forth in the listing standards
of the NYSE and the applicable provisions of the Exchange Act. Mr. Lilien was qualified as an audit committee financial expert within the meaning of item
407(d)(5)(ii) of Regulation S-K under the Exchange Act and our board of directors has determined that he has the requisite accounting and related financial
management expertise within the meaning of the listing standards of the NYSE. The SEC has determined that the audit committee financial expert designation
does not impose on the person with that designation any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such
person as a member of the audit committee of the board of directors in the absence of such designation.
Among other functions, the principal duties and responsibilities of our audit committee are to select and appoint our independent registered public
accounting firm, oversee the quality and integrity of our financial reporting and the audit of our financial statements by our independent registered public
accounting firm and, in fulfilling its obligations, our audit committee reviews with our 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.
Compensation Committee
As of the Effective Date, our compensation committee consists of Todd W. Arden, Edward D. Horowitz and David L. Treadwell. Mr. Horowitz is the chair
of our compensation committee. All such compensation committee members satisfy the independence criteria set forth in the listing standards of the
NASDAQ.
Our compensation committee during 2010 consisted of Thomas F. Gilbane, Jr., Jane E. Newman, and Michael R. Tuttle and met six times during 2010.
Thomas F. Gilbane, Jr. was the chair of our compensation committee during fiscal 2010. All such compensation committee members satisfied 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.
Corporate Governance and Nominating Committee
As of the Effective Date, our corporate governance and nominating committee consists of Edward D. Horowitz, David L. Treadwell and Wayne Wilson.
Mr. Treadwell is the chair of our corporate governance committee. All such corporate governance committee members satisfy the independence criteria set forth
in the listing standards of the NASDAQ.
136