Cincinnati Bell 2005 Annual Report Download - page 20

Audit and Finance Committee: The Audit and Finance Committee consists of five persons, none of whom
is an officer of the Company. The Committee held 12 meetings during 2005. The purpose of the Committee is to
assist the Board of Directors in its oversight of (i) the integrity of the financial statements of the Company,
(ii) the Company’s compliance with legal and regulatory requirements, (iii) the independence and qualifications
of the independent auditor, and (iv) the performance of the Company’s internal audit function and independent
auditors. To this end, the Audit and Finance Committee meets in executive session with its own members, and
may also meet separately with the Independent Accountants, the Company’s internal auditors, General Counsel
or members of management.
The Board has determined that each member of the Audit and Finance Committee satisfies the independence
requirements of the rules and regulations of the SEC and the independence and other requirements of the rules
and listing standards of the NYSE. No member of the Audit and Finance Committee serves on the audit
committees of more than three public companies. In addition, the Board has determined that Daniel J. Meyer,
Robert W. Mahoney and John M. Zrno are audit committee financial experts as defined in the regulations of the
SEC and that each member of the Committee is financially literate as defined by the rules and listing standards of
the NYSE. The Audit and Finance Committee Charter is available on the Company’s website,
www.cincinnatibell.com, in the Corporate Governance Section of the Corporate Information webpage.
Compensation Committee: The Compensation Committee consists of five persons, none of whom is an
officer. The Committee held five meetings during 2005. The Compensation Committee is responsible for
ensuring that directors and certain key executives are effectively compensated in terms of base compensation and
short- and long-term incentive compensation and benefits that are competitive. In addition, the Committee is
responsible for evaluating the performance of the Chief Executive Officer and reviewing with management the
succession planning process for key executive positions. The Board has determined that each member of the
Compensation Committee satisfies the independence requirements of the rules and listing standards of the
NYSE. The Compensation Committee Charter is available on the Company’s website, www.cincinnatibell.com,
in the Corporate Governance Section of the Corporate Information webpage.
Executive Committee: The Executive Committee consists of five persons, one of whom is an officer. The
Committee held one meeting during 2005. The Committee acts on behalf of the Board in certain matters when
necessary during the intervals between Board meetings.
Governance and Nominating Committee: The Governance and Nominating Committee consists of seven
persons, none of whom is an officer. The Committee held four meetings during 2005. The Committee identifies
individuals to become members of the Board, periodically reviews the size and composition of the Board,
recommends committee appointments and chairpersons to the Board, periodically reviews and recommends to
the Board updates to the Company’s Corporate Governance Guidelines and related Company policies and
oversees an annual evaluation of the Board and its committees. The Board has determined that each member of
the Governance and Nominating Committee satisfies the independence requirements of the rules and listing
standards of the NYSE. The Governance and Nominating Committee Charter is available on the Company’s
website, www.cincinnatibell.com, in the Corporate Governance Section of the Corporate Information webpage.
Director Nominations
The Governance and Nominating Committee will consider director candidates recommended by
shareholders.
The Committee’s process for identifying and evaluating candidates to be nominated as directors is as
follows: Any qualified individual or group, including shareholders, incumbent directors and members of top
management, may propose a candidate for the Board at any time. Background information on proposed
candidates is forwarded to the Governance and Nominating Committee. The Committee will, when an opening
for a director occurs, review forwarded materials on prospective candidates. A candidate selected from that
review will be interviewed by all members of the Committee, unless such interview is voluntarily waived by a
member or members. If approved by the Committee, the candidate will be recommended to the full Board for
consideration. There are no differences in the manner in which the Committee evaluates shareholder-
recommended candidates.
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