Cincinnati Bell 2004 Annual Report Download - page 23

Each stock option granted to a non-employee director under the Directors Stock Option Plan requires
that, upon the exercise of the option, the price to be paid for the common shares that are being purchased
under the option will be equal to 100% of the fair market value of such shares as determined at the time the
option is granted.
With certain exceptions provided in the Directors Stock Option Plan, a non-employee director of the
Company who is granted an option under the plan generally will have ten years from the date of the grant of
the option to elect to exercise the option.
Other Compensation for Non-Employee Directors
The Company also provides its non-employee directors who live in the Cincinnati area with certain
telecommunications services. The average annual cost of such services was approximately $2,376 per non-
employee director in 2004 who received such services.
Executive Sessions of Non-Management Directors
The non-management directors of the Company meet in executive session without management present at
each regularly scheduled meeting of the Board of Directors. Mr. Cox presides at the meeting of the non-
management directors.
COMPENSATION INTERLOCKS AND INSIDER PARTICIPATION
None to report.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Although the following disclosures are not required under SEC rules or the rules and listing standards of
the NYSE because the aggregate value of the transactions are less than the relevant reporting thresholds, the
Company has been a party to transactions in the ordinary course of business with Cisco Systems, Federated
Department Stores and Procter & Gamble. A member of the Board serves in an executive capacity at each of
those companies: Mr. Redfield at Cisco Systems, Ms. Hoguet at Federated Department Stores and Mr. Byrnes
at Procter & Gamble.
The Company entered into these transactions in the ordinary course of its business and under competitive
marketplace conditions. The Company believes that these transactions were on terms that were reasonable and
in the best interests of the Company. The Board has determined that Mr. Redfield, Ms. Hoguet and Mr. Byrnes
received no material benefit as a result of these transactions.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has a Code of Business Conduct applicable to all officers and employees that describes
requirements related to ethical conduct, conflicts of interest and compliance with laws. In addition to the Code
of Business Conduct, the Chief Executive Officer and senior financial officers are subject to the Code of
Ethics for Senior Financial Professionals. The directors are subject to the Code of Ethics for Directors.
The Company’s Code of Business Conduct, Code of Ethics for Senior Financial Professionals and Code
of Ethics for Directors are available on the Company’s website, www.cincinnatibell.com, in the Corporate
Governance Section of the Corporate Information webpage.
11
Proxy Statement