Primus Telecommunications Group, Incorporated
CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE
THE BOARD OF DIRECTORS
Adopted as of May 24, 2010
The purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of
Primus Telecommunications Group, Incorporated, a Delaware corporation (the “Company”), shall be to (i) identify, review and
evaluate candidates to serve as Directors of the Company, (ii) serve as a focal point for communication between such
candidates, non-Committee directors and the Company’s senior management, (iii) recommend such candidates to the Board, and
(iv) make such other recommendations to the Board regarding affairs relating to the directors of the Company (excluding
Director compensation which is the responsibility of the Compensation Committee) and to advise the Board with respect to
Board composition, procedures and committees.
The Committee shall be comprised of two (2) or more members of the Board, as determined from time to time by the Board.
Each member of the Committee shall be “independent” as defined by the rules of the Nasdaq Stock Market (or such securities
exchange on which the Company’s securities are listed for trading).
The members of the Committee will be appointed by and serve at the discretion of the Board. The chairperson of the
Committee shall be designated by the Board; provided , that if the Board does not so designate a chairperson, the members of
the Committee, by a majority vote, may designate a chairperson. Any vacancy on the Committee shall be filled by majority vote
of the Board. No member of the Committee shall be removed except by majority vote of the Board.
In fulfilling its function and responsibilities, the Committee should give due consideration to the following principles:
Committee Expectations and Information Needs – The Committee should communicate to the Chief Executive Office