Charter of the Corporate Governance and Nomination Committee

of the Board of Directors of Yellow Media Inc.

The Corporate Governance and Nominating Committee (the “Committee”) assists the Corporation in (i) developing the Corporation's approach to corporate governance issues that are consistent with high standards of corporate governance, (ii) identifying and recommending new Board nominees and director nominees for each committee of the Board, (iii) assessing the effectiveness of the Board and its committees as a whole and the contribution of individual members, and (iv) orienting new Directors.

The Committee shall have unrestricted access to the Corporation's personnel and documents and will be provided with the resources necessary to carry out its responsibilities. The Committee may engage outside advisors at the expense of the Corporation in order to assist the Committee in the performance of its duties and set and pay the compensation for such advisors.

Consult the full document: Charter of the Corporate Governance and Nomination Committee (63 K PDF)


Approved by the Board of Directors of the Corporation on November 2, 2010.