Rentrak Corporation - Nominating and Governance Committee Charter

(adopted June 25, 2004)

Statement of Purpose

The Nominating and Governance Committee (the “Committee”) shall provide assistance to the Board of Directors (the “Board”) of Rentrak Corporation (the “Company”) in fulfilling its responsibilities by:

Identifying individuals qualified to become directors and recommending to the Board candidates for all directorships to be filled by the Board or by the shareholders of the Company;
Identifying directors qualified to serve on the committees established by the Board and recommending to the Board nominees to be appointed to fill each committee position;
Developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, including matters of (i) board organization, membership and function, (ii) committee structure and membership, and (iii) succession planning for the Chief Executive Officer of the Company; and
Otherwise taking a leadership role in shaping the corporate governance of the Company.

Committee Membership and Qualifications

Each member of the Committee shall be an "independent director" as defined in Rule 4200(a)(15) of the listing standards for companies quoted on The Nasdaq Stock Market and shall meet any additional independence requirements adopted by the Company for independent directors.

Appointment and Removal of Committee Members

The Committee shall be comprised of at least three members of the Board, appointed annually or as necessary to fill vacancies, by a majority vote of all the directors then in office on the recommendation of the current members of the Committee. Each member shall serve until his or her successor is duly elected and qualified or until such member's earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of all the directors then in office.

Chair

The Board shall appoint the Chair of the Committee on the recommendation of the current members of the Committee in consultation with the Chairman of the Board. The Chair will chair all regular meetings of the Committee and, in consultation with the Chairman of the Board other than for executive sessions, set the agendas for Committee meetings.

Meetings

The Committee shall meet at least two times annually, or more frequently as circumstances dictate.

The Committee may invite to its meetings any officer, employee or director of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.

Responsibilities and Duties

In furtherance of its purpose and in consultation with the Chief Executive Officer, the Committee shall have the following responsibilities and duties:

Recommendations Relating to the Selection of Director Candidates to Serve on the Board of Directors

The Committee shall establish criteria for selection of potential directors, taking into account all factors it considers appropriate, which may include strength of character, maturity of judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoints, industry knowledge, and the highest personal and professional ethics, integrity and sound business judgment.
The Committee shall identify individuals believed to be qualified as candidates to serve on the Board. All candidates for directorships to be filled by the Board or by the shareholders at an annual or special meeting must be recommended to the Board for its selection by the Committee. In identifying candidates for membership on the Board, the Committee shall take into account the criteria for selection established by the Committee and the extent to which the candidate would fill a present need on the Board. In fulfilling its responsibilities as outlined above, the Committee shall consult from time to time with the Chairman of the Board.
The Committee will consider director candidates suggested by shareholders, using the same criteria and process to evaluate such candidates as those recommended by other sources.
The Committee shall conduct interviews of potential candidates for director and make appropriate inquiries into the backgrounds and qualifications of such candidates. In that capacity, the Committee shall have sole authority to retain and to terminate any search firm to assist it in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such search firm and any other terms of retention.
The Committee shall review the qualifications and independence of each existing Board member on an annual basis and make recommendations to the full Board as to whether he or she should stand for re-election. The Committee shall recommend to the Board the removal of a director where appropriate.
The Committee shall consider and make recommendations to the Board on matters relating to the retirement of Board members, including term limits or age caps.
The Committee shall recommend to the Board standards for determining director independence consistent with the requirements of the Securities and Exchange Commission, Rule 4200(a)(15) of the Nasdaq listing standards, and other applicable guidelines on best practices. The Committee shall also periodically review the director independence standards established by the Board and recommend such changes in those standards as the Committee deems appropriate.
The Committee shall consider questions of independence of existing and prospective members of the Board.
The Committee shall review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. In fulfilling this responsibility, the Committee shall consult with the Chairman of the Board.
The Committee shall periodically review the orientation process for all new directors.
At least annually, and as circumstances otherwise dictate, the Committee shall oversee self-assessments of the Board and its committees.
Committee Selection and Composition
The Committee shall recommend to the full Board members of the Board to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant. Where appropriate, the Committee shall make recommendations to the Board regarding the removal of any member of any committee. In fulfilling these responsibilities, the Committee shall consult with the Chairman of the Board.
The Committee shall recommend members of the Board to serve as the Chair of each committee of the Board. In fulfilling this responsibility, the Committee shall consult with the Chairman of the Board.
The Committee shall establish, monitor and recommend the purpose, structure and operations of the various committees of the Board, the qualifications and criteria for membership on each committee of the Board and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and term limits on service on any Board committee.
The Committee shall periodically review the charter and responsibilities of each committee of the Board and make recommendations to the Board regarding changes to such charters, the creation of additional Board committees, or the elimination of committees.
Corporate Governance
The Committee shall periodically review the articles of incorporation and by-laws of the Company and recommend to the Board, as it deems necessary or appropriate in consultation with the Chairman of the Board, amendments to the articles of incorporation and by-laws for consideration by the Board and/or the shareholders, as required by applicable law or regulations or deemed appropriate under the circumstances.
The Committee shall develop and recommend to the Board a set of corporate governance guidelines appropriate for the Company and consistent with any rules and regulations of the Securities and Exchange Commission, the Nasdaq listing standards, and best practices and shall keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board in light of such developments as may be appropriate.
The Committee shall periodically review the Company’s corporate governance guidelines and make recommendations for changes as in its judgment are appropriate.
Continuity/Succession Planning Process
The Committee shall oversee and approve the Chief Executive Officer continuity planning process in consultation with the Chairman of the Board. In this regard, the Committee shall review and evaluate the succession plan relating to the Chief Executive Officer and make recommendations to the Board with respect thereto.
Review and Reporting
The Committee shall develop and recommend to the Board for its approval an annual self-assessment process of the Board and its committees. The Committee shall oversee and communicate to the Board the results of the annual self-assessment of the Board.
The Committee shall report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities, and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make such report.
The Committee shall maintain minutes or other records of meetings and activities of the Committee.

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Nominating and Governance Committee Charter