Committee

Unanimously

WHEREAS,

The Board of Directors of the Corporation for Public Broadcasting established a Corporate Governance Committee; and

WHEREAS,

The Board directed members of the Corporate Governance Committee to develop, with the assistance of the Corporation's General Counsel and outside counsel, a draft form of Charter for the Committee, which Charter would be subject to review and approval by the full Board; and

WHEREAS,

The Committee has presented said charter to the Board for review.

THEREFORE, BE IT RESOLVED,

That the Board of Directors hereby approves the charter of the Corporate Governance Committee as attached.

Resolution Date: 
Monday, January 9, 2006
Unanimously

WHEREAS,

The Board of Directors of the Corporation for Public Broadcasting established an Executive Compensation Committee; and

WHEREAS,

The Board directed members of the Executive Compensation Committee to develop, with the assistance of the Corporation's General Counsel and outside counsel, a draft form of Charter for the Committee, which Charter would be subject to review and approval by the full Board; and

WHEREAS,

The Committee has presented said charter to the Board for review.

THEREFORE, BE IT RESOLVED,

That the Board of Directors hereby approves the charter of the Executive Compensation Committee as attached.

Resolution Date: 
Monday, January 9, 2006
Unanimously

WHEREAS,

Public broadcasting provides unique services and makes a valuable contribution to American life; and

WHEREAS,

There are thousands of individuals at public broadcasting organizations and stations who are contributing daily to the reach and value of public broadcasting in innumerable ways; and

WHEREAS,

America's changing demographics makes the work of public broadcasters more vital than ever and technological innovations offer opportunities for public broadcasters to make even greater contributions in exceptional ways.

THEREFORE, BE IT RESOLVED,

That the Board of Directors hereby establishes a Special Committee to enhance awareness and appreciation of public broadcasting's achievements and potential for future service.

BE IT FURTHER RESOLVED,

That the Board of Directors appoints director Ernest Wilson to chair the Special Committee and directors Beth Courtney and Cheryl Halpern to serve as committee members.

Resolution Date: 
Tuesday, November 15, 2005
Unanimously

WHEREAS,

The Board of Directors of the Corporation for Public Broadcasting is taking action to strengthen the governance and operations of the Corporation; and

WHEREAS,

The Board has considered the findings of the Report of Review of the CPB Inspector General as well as the independently requested recommendations of outside counsel and auditors; and

WHEREAS,

The Board seeks to assure it fulfills its responsibilities to the Corporation relating to the compensation of the Corporation's senior management.

THEREFORE, BE IT RESOLVED,

That the Board of Directors hereby establishes an Executive Compensation Committee to undertake, with the assistance of outside counsel and expertise, a review of the Corporation's executive compensation plans, policies and programs and to develop recommendations to the Board on those matters.

BE IT FURTHER RESOLVED,

That the Board of Directors appoints Vice Chair Gay Hart Gaines to chair the Executive Compensation Committee and directors Beth Courtney and Claudia Puig to serve as committee members; and

BE IT FURTHER RESOLVED,

That the members of the Executive Compensation Committee are directed to develop, with the assistance of the Corporation's General Counsel and outside counsel, a draft form of Charter for the Committee, which Charter will be subject to review and approval by the full Board.

Resolution Date: 
Tuesday, November 15, 2005
Unanimously

WHEREAS, The Board of Directors of the Corporation for Public Broadcasting is taking action to strengthen the governance of the Corporation; and

WHEREAS, The Board has considered the findings of the Report of Review of the CPB Inspector General as well as the independently requested recommendations of outside counsel and auditors; and

WHEREAS, The Board and staff of the Corporation, as stewards of federal funds, are committed to assuring the Corporation adheres to its governing mandates in an exemplary manner while fulfilling its statutory mission.

THEREFORE, BE IT RESOLVED, That the Board of Directors hereby establishes a Corporate Governance Committee to develop, with the assistance of outside counsel and governance expertise, corporate governance guidelines and practices to recommend to the Board for the Corporation.

BE IT FURTHER RESOLVED, That the Board of Directors appoints director Frank Cruz to chair the Corporate Governance Committee and directors Katherine Anderson and Cheryl Halpern to serve as committee members; and

BE IT FURTHER RESOLVED, That the members of the Corporate Governance Committee are directed to develop, with the assistance of the Corporation's General Counsel and outside counsel, a draft form of Charter for the Committee, which Charter will be subject to review and approval by the full Board.

Resolution Date: 
Tuesday, November 15, 2005
Unanimously

WHEREAS,

The Board of Directors of the Corporation for Public Broadcasting annually appoints an Audit and Finance Committee to serve as a key vehicle for discharging its oversight responsibilities under the laws and regulations governing the Corporation; and

WHEREAS,

The Board of Directors is committed to taking action to strengthen the governance and oversight of the Corporation.

THEREFORE, BE IT RESOLVED,

That the Board of Directors hereby renews the Audit and Finance Committee and appoints director Claudia Puig to serve as committee chair and directors Katherine Anderson, Frank Cruz, and Gay Hart Gaines to serve as committee members.

BE IT FURTHER RESOLVED,

That the Board instructs the Audit and Finance Committee to seek ways to reinforce its oversight functions and activities and report to the Board of Directors on its progress in these efforts.

Resolution Date: 
Tuesday, November 15, 2005
Unanimously

RESOLVED:

That the CPB Board of Directors, on the recommendation of its Audit Committee, adopts the attached Audit Committee Annual Agenda for Fiscal Year 1994.

Resolution Date: 
Sunday, September 12, 1993