Cincinnati Bell 2008 Annual Report Download - page 21

BOARD STRUCTURE AND CORPORATE GOVERNANCE
Our business, property and affairs are managed under the direction of our Board. Members of our Board are
kept informed of our business through discussions with our President and Chief Executive Officer and other
officers, by reviewing materials provided to them, by visiting our offices and by participating in meetings of the
Board and its committees.
General Information and Corporate Governance
The Company’s Amended Regulations provide that the Board shall consist of not less than nine nor more
than 17 persons, with the exact number to be fixed and determined by resolution of the Board or by resolution of
the shareholders at any annual or special meeting of shareholders. At this time, the Board has determined that the
Board shall consist of 12 members. At the end of 2008, the Board had 10 members and two vacancies. With the
appointment of Mr. Lazarus in January 2009, the Board currently has 11 members and one vacancy.
At the 2009 Annual Meeting of Shareholders, two of our directors (Messrs. Mahoney and Meyer) will retire
in accordance with the Board’s retirement policy leaving the Board with three vacancies. At that time, the Board
intends to eliminate two of the vacancies by reducing the size of the Board to 10 members. The remaining
vacancy may be filled by the Board in accordance with law and the Company’s Amended Regulations, and the
Board may fill it at any time.
Our Board currently has the following four committees: (i) the Audit and Finance Committee, (ii) the
Compensation Committee, (iii) the Governance and Nominating Committee, and (iv) the Executive Committee.
The members and function of each committee are described below. During fiscal year 2008, the Board held 11
meetings, and no director attended less than 75% of all Board and applicable committee meetings during the
period in which he or she served as a director.
Under the Company’s Corporate Governance Guidelines, directors are expected to attend the Annual
Meeting of Shareholders. All of the directors, who were on the Board at the time, attended the 2008 Annual
Meeting of Shareholders. Because Mr. Maier and Mr. Lazarus were appointed to the Board after such date, they
did not attend the 2008 Annual Meeting of Shareholders.
For information on how to obtain a copy of the Company’s Corporate Governance Guidelines, please see
page 67.
Evaluation of Director Independence
In accordance with the rules and listing standards of the NYSE and the Company’s Corporate Governance
Guidelines, the Board affirmatively evaluates and determines the independence of each director and each
nominee for election. Based on an analysis of information supplied by the directors, the Board evaluates whether
any director has any material relationship with the Company, either directly or as a partner, shareholder or officer
of an organization that has a relationship with the Company that might cause a conflict of interest in the
performance of a director’s duties.
In particular, the Board considered the fact that the Company has been a party to transactions in the ordinary
course of business with The Procter & Gamble Company. A member of the Board in 2008, Mr. Bruce L. Byrnes,
served in an executive capacity at The Procter & Gamble Company until June 30, 2008. The Board believes that
these transactions were entered into in the ordinary course of business under competitive marketplace conditions
and on terms that were reasonable and in the best interests of the Company. The Board further believes that the
transactions accounted for less than 2% of the annual gross revenues of The Procter & Gamble Company. The
Board has determined that Mr. Byrnes did not receive any direct or indirect material benefit from such
transactions.
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Proxy Statement