Cincinnati Bell 2008 Annual Report Download - page 22

Based on these standards, the Board determined that each of the following persons who served as a
non-employee director in 2008 is independent and either has no relationship or only an immaterial relationship
(e.g., Mr. Byrnes) with the Company, except as a director and shareholder:
•Bruce L. Byrnes •Phillip R. Cox •Jakki L. Haussler
•Robert W. Mahoney •Craig F. Maier •Daniel J. Meyer
•Michael G. Morris •Alex Shumate •Lynn A. Wentworth
•John M. Zrno
In regards to Mr. Lazarus, who joined the Board in January 2009, the Board has also determined that he is
independent and has no relationship with the Company, except as a director and shareholder.
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 2008:
Name of Director
Audit and
Finance Compensation
Governance and
Nominating Executive
Non-Employee Directors (a)
Bruce L. Byrnes ................................... * *(Chair) *
Phillip R. Cox ..................................... * * * *(Chair)
Jakki L. Haussler .................................. *
Robert W. Mahoney ................................ *
Craig F. Maier ..................................... * *
Daniel J. Meyer .................................... *(Chair) * *
Alex Shumate ..................................... *
Lynn A. Wentworth ................................ *(b)
John M. Zrno ..................................... * *(Chair) (b) *(b)
Employee Director
John F. Cassidy .................................... *
Former Director (b)
Michael G. Morris ................................. * *(Chair) *
(a) All Non-Employee Directors and Mr. Morris were determined by the Board to be independent directors.
(b) Mr. Morris served on the designated committees until his resignation on April 1, 2008. In connection with
the resignation of Mr. Morris, Mr. Zrno joined and became Chair of the Compensation Committee and joined
the Executive Committee, and Ms. Wentworth joined the Audit and Finance Committee.
As noted earlier, Mr. Lazarus did not join the Board until January 2009. Upon his appointment to the Board,
Mr. Lazarus became a member of the Governance and Nominating Committee.
Audit and Finance Committee: The Audit and Finance Committee consists of five persons, none of whom
is an executive officer of the Company. Until his resignation in April 2008, Mr. Morris also served on this
committee and was replaced by Ms. Wentworth on the committee. The Audit and Finance Committee held nine
meetings during 2008. 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 Registered Public Accounting Firm, and (iv) the performance of the Company’s internal audit
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