Cincinnati Bell 2007 Annual Report Download - page 23

Based on these standards, the Board determined that each of the following persons who served as a
non-employee director in 2007 is independent and either has no relationship or only an immaterial relationship
(e.g., Mr. Byrnes) with the Company, except as a director and stockholder:
•Bruce L. Byrnes •Phillip R. Cox •Robert W. Mahoney
•Daniel J. Meyer •Michael G. Morris •David B. Sharrock
•Alex Shumate •John M. Zrno
In addition, based on these standards, the Board determined that John F. Cassidy is not independent because
he is the President and Chief Executive Officer of the Company.
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. Mr. Cox presides at the meetings of the non-management
directors.
Committees of the Board
The following table sets forth the membership of the committees of the Board for 2007:
Name of Director
Audit and
Finance Compensation
Governance and
Nominating Executive
Non-Employee Directors (a)
Bruce L. Byrnes ................................... * *(Chair) *
Phillip R. Cox ..................................... * * * *(Chair)
Robert W. Mahoney ................................ * *
Daniel J. Meyer .................................... *(Chair) * *
Michael G. Morris .................................. * *(Chair) *
Alex Shumate ..................................... *
John M. Zrno ...................................... * *
Employee Director
John F. Cassidy .................................... *
Former Director (b)
David B. Sharrock .................................. *
(a) All Non-Employee Directors and Mr. Sharrock were determined by the Board to be independent directors.
(b) Mr. Sharrock served on the designated committee until his resignation on October 9, 2007.
Audit and Finance Committee: The Audit and Finance Committee consists of five persons, none of whom
is an executive officer of the Company. The Audit and Finance Committee held nine meetings during 2007. The
purpose of the Audit and Finance Committee is, among other things, 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 Accountants, and
(iv) the performance of the Company’s internal audit function and Independent Accountants. 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 Audit and Finance Committee Charter provides a more detailed description of the
responsibilities and duties of the Audit and Finance Committee. For information on how to obtain a copy of the
Audit and Finance Committee Charter, please see page 65.
In performing its duties, the Audit and Finance Committee meets as often as necessary and at least once
each calendar quarter with members of management, the Company’s internal audit staff and the Independent
Accountants. An agenda for each such meeting is provided in advance to the members of the Audit and Finance
Committee.
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Proxy Statement