The Board Of Directors And Committees

During fiscal year 2008 our Board of Directors held eight meetings.  All of the meetings were regularly scheduled.  Our Board is led by a Chair, who is not an employee of HickoryTech, and we have four Board Committees.  Each director attended at least 75% of the Board meetings and committee meetings and all of the directors attended the Annual Meeting held May 6, 2008.

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The Board Of Directors And Committees

During fiscal year 2007, our Board of Directors held nine meetings.  Seven of the meetings were regularly scheduled and two of the meetings were special meetings.  Our Board is led by a Chair, who is not an employee of HickoryTech, and we have five Board Committees.  Each director attended at least 75% of the Board meetings and committee meetings and all of the directors attended the Annual Meeting held May 7, 2007.

Our Board has determined, based on written questionnaires and inquiry that with, the exception of Mr. Finke, our Chief Executive Officer, each of our directors is “independent” under applicable rules.  Except for Mr. Finke and Mr. Alton, no director identified any dealings between the director, members of the director’s family, or any controlled entity, and HickoryTech, other than dealings in the director’s capacity as such.  In considering Mr. Alton’s independence, the Board considered (1) his prior services as an officer, and (2) the Supplemental Retirement Account, retiree health care benefit, and a small telephone concession benefit we maintain on his behalf as a former officer.  Because Mr. Alton’s service as an officer terminated more than four years ago and the continuing retirement benefits he receives were not believed significant, the Board also concluded that Mr. Alton is independent.

The Audit Committee consists of Messrs. Bracke, Holdrege, and Parker, and Ms. Craig, each of whom is an independent director within the meaning of the requirements of the NASDAQ Stock Market applicable to audit committees.  The Audit Committee reviews internal controls of HickoryTech and its financial reporting and meets with the independent auditors on these matters.  The Audit Committee also is responsible for the review of all interested party transactions and, although it does not have written policies as to the standards of approval consistent with the fiduciary obligations by which it is bound, approves only those transactions that it believes are in the best interests of the corporation and on terms at least as favorable as could be obtained from unaffiliated parties.  The Audit Committee has the sole authority to appoint, review, and discharge HickoryTech’s independent auditors.  Mr. Parker is an audit committee financial expert as defined under applicable SEC rules.  The Board of Directors adopted and has approved a written charter for the Audit Committee, a copy of which can be found on the Company’s website, www.hickorytech.com.  This Committee held six meetings in 2007.

The Compensation Committee consists of Ms. Craig and Messrs. Holdrege, Jacobson, Kearney, and Kirklin, each of whom is an independent director under applicable NASDAQ rules.  The Compensation Committee is responsible for compensation for executive officers and directors.  The Compensation Committee makes recommendations to the Board regarding compensation for executive management of HickoryTech. This Committee held five meetings in 2007.

The Corporate Development Committee consists of Messrs. Alton, Bosacker, Jacobson, Kearney, and Kirklin, and Ms. Craig.  The Corporate Development Committee investigates potential expansion and new market opportunities for HickoryTech. This Committee held two meetings in 2007.

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The Board Of Directors And Committees

During fiscal year 2006, our Board of Directors held twelve meetings.  Eight of the meetings were regularly scheduled, and four of the meetings were special meetings.  HickoryTech’s Board is led by a Chair, who is not an employee of HickoryTech, and there are five Board Committees.  Each director attended at least 75% of the Board Meetings and all of the directors attended the 2006 Annual Meeting.

Our Board has determined, based on written questionnaires and inquiry, that with the exception of Mr. Finke, our Chief Executive Officer, each of our directors is “independent” under applicable rules.  Except for Mr. Finke and Mr. Alton, no director identified any dealings between the director, members of the director’s family or any controlled entity and HickoryTech, other than dealings in the director’s capacity as such.  In considering Mr. Alton’s independence, the Board considered (1) his prior services as an officer, and (2) the Supplemental Retirement Account, retiree health care benefit and a small telephone concession benefit we maintain on his behalf as a former officer.  Because Mr. Alton’s service as an officer terminated more than four years ago and the continuing retirement benefits he receives were not believed significant, the Board also concluded that Mr. Alton is independent.

The Audit Committee consists of Messrs. Bracke, Holdrege and Parker and Ms. Craig, each of whom is an independent director within the meaning of the requirements of the NASDAQ Stock Market applicable to audit committees.  The Audit Committee reviews internal controls of HickoryTech and its financial reporting, and meets with the independent auditors on these matters.  The Audit Committee also is responsible for the review of all interested party transactions and, although it does not have written policies as to the standards of approval consistent with the fiduciary obligations by which it is bound, approves only those transactions that it believes are in the best interests of the corporation and on terms at least as favorable as could be obtained from unaffiliated parties.  The Audit Committee has the sole authority to appoint, review and discharge HickoryTech’s independent auditors.  Mr. Parker is the Audit Committee financial expert as defined under applicable SEC rules and is also deemed to be a financially sophisticated Audit Committee member under applicable NASDAQ rules.  The Board of Directors adopted and has approved a written charter for the Audit Committee, a copy of which can be found on the Company’s website, www.hickorytech.com.  This Committee held five meetings in 2006.   Each member of the Audit Committee attended at least 75% of the Audit Committee meetings.

The Compensation Committee consists of Messrs. Holdrege, Jacobson, Kearney and Kirklin and Ms. Craig, each of whom is an independent director under applicable NASDAQ rules.  The Compensation Committee is responsible for compensation for executive officers and directors.  The Compensation Committee makes recommendations to the Board regarding compensation for executive management of HickoryTech. This Committee held eight meetings in 2006.  Each member of the Compensation Committee attended at least 75% of the Compensation Committee meetings, with the exception of Lyle Jacobson, who attended 63% of the meetings.

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The Corporate Development Committee consists of Messrs. Alton, Holdrege, Jacobson, Kearney and Kirklin.  The Corporate Development Committee investigates potential expansion and new market opportunities for HickoryTech. This Committee held three meetings in 2006.  Each member of the Corporate Development Committee attended at least 75% of the Corporate Development Committee meetings, with the exception of Lyle Jacobson who attended 66% of the meetings.

The Governance/Nominating Committee, consisting of Messrs. Kirklin, Bosacker, Bracke and Kearney and Ms. Craig, held eight meetings in 2006. This Committee’s objective is to maintain a strong Board for HickoryTech and to make recommendations on Board committee assignments and candidates for directorship.  Each member of the Governance/Nominating Committee attended at least 75% of the Governance/Nominating Committee meetings.

The Finance Committee, consisting of Messrs. Jacobson, Alton, Bosacker, Bracke, and Parker, has an objective to support management in reviewing operational financial processes and ensuring the maximization of the financial resources of HickoryTech.  The Finance Committee held one meeting in 2006.   Each member of the Finance Committee attended at least 75% of the Finance Committee meetings.