SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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stock) for attendance at meetings of the Board or of committees of the Board,
or both, as the Board shall from time to time determine. In addition, each
director shall be entitled to receive from the Corporation reimbursement for
the reasonable expenses incurred by such person in connection with the
performance of such person's duties as a director. Nothing contained in this
Section 14 shall preclude any director from serving the Corporation or any of
its subsidiaries in any other capacity and receiving proper compensation
therefor.
 
   SECTION 15. Certain Modifications. Notwithstanding anything to the contrary
contained in these By-laws, the following actions taken either directly or
indirectly by the Board shall require the affirmative vote of not less than 75%
of the Whole Board: (i) any change in the size of the Board; and (ii) any
proposal to amend these By-laws to be submitted to the stockholders of the
Corporation by the Board.
 
                                   ARTICLE IV
 
                      Committees of the Board of Directors
 
   SECTION 1. Establishment of Committees of the Board of Directors; Election
of Members of Committees of the Board of Directors; Functions of Committees of
the Board of Directors
 
   (a) The Corporation shall have four standing committees: the nominating and
governance committee, the audit and finance committee, the compensation
committee and the values and human development committee.
 
   (b) The nominating and governance committee shall have the following powers
and authority: (i) evaluating and recommending director candidates to the
Board, (ii) assessing Board performance not less frequently than every three
years, (iii) recommending director compensation and benefits policy for the
Corporation, (iv) reviewing individual director performance as issues arise,
(v) evaluating and recommending candidates for Chief Executive Officer to the
Board and (vi) periodically reviewing the Corporation's corporate governance
profile. None of the members of the nominating and governance committee shall
be an officer or full-time employee of the Corporation or of any subsidiary or
affiliate of the Corporation.
 
   (c) The audit and finance committee shall have the following powers and
authority: (i) employing independent public accountants to audit the books of
account, accounting procedures and financial statements of the Corporation and
to perform such other duties from time to time as the audit committee may
prescribe, (ii) receiving the reports and comments of the Corporation's
internal auditors and of the independent public accountants employed by the
committee and taking such action with respect thereto as it deems appropriate,
(iii) requesting the Corporation's consolidated subsidiaries and affiliated
companies to employ independent public accountants to audit their respective
books of account, accounting procedures and financial statements, (iv)
requesting the independent public accountants to furnish to the compensation
committee the certifications required under any present or future stock option,
incentive compensation or employee benefit plan of the Corporation, (v)
reviewing the adequacy of internal financial controls, (vi) approving the
accounting principles employed in financial reporting, (vii) approving the
appointment or removal of the Corporation's general auditor, (viii) reviewing
the accounting principles employed in financial reporting, (ix) reviewing and
making recommendations to the Board concerning the financial structure and
financial condition of the Company and its subsidiaries, including annual
budgets, long-term financial plans, corporate borrowings, investments, capital
expenditures, long-term commitments and the issuance of stock and (x) approving
such matters that are consistent with the general financial policies and
direction from time to time determined by the Board. None of the members of the
audit and finance committee shall be an officer or full-time employee of the
Corporation or of any subsidiary or affiliate of the Corporation.
 
   (d) The compensation committee shall have the following powers and
authority: (i) determining and fixing the compensation for all senior officers
of the Corporation and its subsidiaries and divisions that the compensation
committee shall from time to time consider appropriate, as well as all
employees of the Corporation compensated at a rate in excess of such amount per
annum as may be fixed or determined from time to time by the Board, (ii)
performing the duties of the committees of the Board provided for in any
present or future stock option, incentive compensation or employee benefit plan
of the Corporation and (iii) reviewing
 
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