GENERAL COMMUNICATION, INC.
NOMINATING AND CORPORATE GOVERNANCE
The purpose of the Nominating and Corporate Governance Committee ("Committee") is to act on behalf of the
board of directors ("Board") of General Communication, Inc. ("Company") and generally to carry out the
following and as further described in this charter:
o Nominations - Identify and recommend nominees for the Board and its committees.
o Corporate Governance - Review and recommend to the Board, or independently take, action on various
Company corporate governance issues.
o Complaints - Receive and respond to certain complaints ("Complaints") raised by Company employees
regarding alleged illegal acts or behavior-related conduct by Board members in violation of the Company's Code
of Business Conduct and Ethics ("Ethics Code").
o Supervision - Supervise the Company's Chief Financial Officer ("Chief Financial Officer") in the context of the
o Other - Carry-out other assignments as designated by the Board.
The following are prerequisites for, and conditions on, membership on the Committee:
o Number, Qualifications - The Committee shall consist of at least three, and no more than eleven, Board
members meeting the following qualifications:
- Independent - Each member of the Committee must be an independent director as the term is defined in this
charter ("Independent Director").
o Term - Subject to the terms of this charter -
- Member Appointment - Members of the Committee shall be appointed by the Board and shall serve at the
pleasure of the Board for such term as the Board may determine, taking into account the recommendations of the
- Chair Selection - The Committee chair shall be selected by the Committee members or, if the Board directs, by
the Board, taking into account the recommendations of the Committee.
o Independent Director - An Independent Director is one that meets the definition of an"independent director" as
prescribed by Nasdaq S