FairPoint Communications 2010 Annual Report Download - page 139

Table of Contents
Our corporate governance committee during 2010 consisted of Claude C. Lilly, Jane E. Newman and Michael R. Tuttle, and met once during 2010. Michael
R. Tuttle was the chair of our corporate governance and nominating committee during fiscal 2010. All such corporate governance committee members satisfied
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.
A copy of our corporate governance and nominating 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 corporate governance and nominating 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.
Regulatory Committee
Effective as of the Effective Date, our board of directors has chartered a regulatory committee to oversee the Company’s compliance with regulatory
requirements and reporting.
As of the Effective Date, our regulatory committee consists of Dennis J. Austin, Michael J. Mahoney and Michael K. Robinson. Mr. Mahoney is the chair
of our regulatory committee.
A copy of our regulatory 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 regulatory 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.

During 2010, the board of directors held twenty-three meetings. Each then-current director attended at least 75% of the aggregate of the total number of
meetings held by the board of directors and the total number of meetings held by all committees of the board of directors on which he or she served, which
meetings were held when he or she was a director.

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own, or are part of a group that owns, more than
ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and if listed on a national
exchange, such national exchange. Officers, directors and beneficial owners of more than 10% of our common stock are required by regulation of the SEC to
furnish us with copies of all Section 16(a) forms they file. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters — Security Ownership of Certain Beneficial Owners.”

Code of Business Conduct and Ethics. We have adopted a code of business conduct and ethics that applies to all of our employees, including our
principal executive officer, principal financial officer and principal accounting officer. This code of business conduct and ethics is designed to comply with
the SEC regulations and the Nasdaq listing standards related to codes of conduct and ethics and is posted on our corporate website at www.fairpoint.com on
the “Investors” page, under the “Corporate Governance” caption. A copy of our code of business conduct and ethics 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.
137