CenturyLink 2015 Annual Report Download - page 28

operational leadership and strategic direction of our business, while allowing our Chairman to lead the Board in
its fundamental role of providing guidance to and independent oversight of management. While our bylaws and
corporate governance guidelines do not require our Chairman and CEO positions to be separate, the Board
believes that delegating responsibilities between Adm. Owens, as Chairman, and Mr. Post, as CEO, has been the
appropriate leadership structure for our Company over the past seven years, which have been marked by rapid
growth in our operations and a substantial change in our product offerings. Our Board periodically reviews its
leadership structure and may make such changes in the future as it deems appropriate. The Board believes that its
programs for overseeing risk would be effective under a variety of top leadership structures, and, accordingly,
this factor has not materially affected its current choice of structure.
Waivers of Governance Requirements
Our director retirement policy limits any director from being nominated for a new term if he or she would
be age 75 or older at the time of the election. While we have routinely applied this policy to prior director
retirements, our Board reserves the ability to manage application of the policy to minimize its effect on the
continuity and effectiveness of our Board. With those considerations in mind, in both early 2015 and early 2016
our Board granted one-year waivers from the director age limitation to permit Adm. Owens to serve as Chairman
through the 2017 annual shareholders meeting.
Among the factors the Board considered in early 2016 in granting an additional one-year waiver of the
policy with respect to Adm. Owens was his ability to assist the Company’s newly-appointed directors transition
into their new positions and responsibilities. The Company believes that Adm. Owens’ service as Chairman over
the last seven years uniquely qualifies him to assist the Board in on-boarding new directors in an orderly manner.
Our director retirement policy remains in effect and the Board has no current plans to amend it or waive its
application in the future. Nonetheless, as has been its practice, the Board continues to retain the discretion to
manage future application of that policy to ensure the on-going effectiveness of our Board.
For additional information on our Governance Guidelines, see “— Governance Guidelines — Director
Qualifications.”
Access to Information
The following documents are posted on our website at www.centurylink.com:
• Amended and restated articles of incorporation
• Bylaws
• Corporate governance guidelines
• Charters of our Board committees
• Corporate ethics and compliance program documents, including the CenturyLink Code of Conduct.
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