There will be a committee of the Board of Directors (the “Board”) of Liberty Global Ltd. (the “Company”) which will be called the Succession Planning Committee (the “Committee”).
1. Statement of Purpose
The purposes of the Committee are (a) to assist the Board in the performance of its responsibilities relating to succession planning for the Chief Executive Officer (the “CEO”) and (b) to perform the duties assigned to it in the CEO Absence Event Management Process adopted by the Board, as the same may be amended from time to time.
2. Committee Membership
The Committee will be comprised of (a) the Chairman of the Board, (b) the respective Chairs of the following Board committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and (c) such other directors as the Board may appoint from time to time.
The members of the Committee may, from time to time, be removed by the Board and new members appointed. The Board shall designate one member of the Succession Planning Committee to act as Chair of the Succession Planning Committee from time to time.
3. Meetings
Meetings of the Committee may be called by or at the request of the Board, the Chairman of the Board, any two members of the Committee or the CEO. Notice of a meeting of the Committee stating the place, day and hour of the meeting shall be given to each member of the Committee at least one day prior thereto by mail, personal delivery or by telephone, e-mail or other form of wire or wireless communication. The method of notice need not be the same for each member of the Committee.
At a meeting of the Committee, a majority of the Committee members then in office will constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon such proposal, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
All actions to be taken by the Committee shall require the affirmative vote of at least a majority of the Committee members in attendance at a Committee meeting where a quorum is present. In the case of an equality of votes, a resolution shall be deemed to fail.
Minutes of the Committee meetings will be taken by the Secretary or any Assistant Secretary appointed by the Committee and may be held in person or remotely by any electronic or telephonic means in which all Committee Members can hear and be hear by each other Committee Member.
4. Functions and Responsibilities
In furtherance of the purposes set forth above, the Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under Bermuda law. Notwithstanding the enumeration of specific functions and responsibilities herein, the Committee believes that its policies and procedures should remain flexible, in order to facilitate its ability to respond to changing circumstances and conditions in fulfilling its responsibilities to the Company and its shareholders. The Committee will by resolution establish its own rules and regulations for all meetings. In the absence of such action by the Committee, the provisions of the Company’s Bye-Laws (or equivalent governing document(s)) generally applicable to committees of the Board will apply to the Committee.
The Committee will have the authority, to the extent it deems necessary or appropriate to carry out its functions and responsibilities, to retain and terminate consultants and other external advisors, and to approve the fees and other terms of their engagement. The Company will be responsible for the payment of the fees and expenses of any such consultant or advisor.
The Committee will review and reassess the adequacy of this Charter from time to time and recommend any proposed changes to the Board for approval.
In addition, the Committee will:
- In collaboration with the CEO, develop a CEO candidate profile and qualifications (including experience, competencies and personal characteristics) to meet the leadership needs of the Company taking into account its strategic plan as in effect from time to time.
- In collaboration with the CEO, identify and evaluate internal candidates against the profile, including the state of readiness to assume a larger role.
- Agree with the CEO on development opportunities to be provided to identified candidates to overcome deficiencies in experience and/or education, as well as opportunities to increase exposure to the Board in business and social settings.
- Evaluate potential external candidates identified by the CEO or members of the Committee and benchmark against internal candidates.
- Perform the functions listed above in collaboration with the CEO from time to time and update as needed.
- Present the results of the Committee’s work to the Board for review and discussion.
- Identify and recommend to the Board a permanent CEO replacement, whether in emergency situations or for planned transition, as appropriate.
ADOPTED by the Board effective November 23, 2023
