Cincinnati Bell 2009 Annual Report Download - page 22

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 2009:
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 ................................ *(b) *
Mark Lazarus ................................... *
Craig F. Maier .................................. *(b) *
Alex Shumate .................................. *(b) *
Lynn A. Wentworth .............................. *(Chair) (b) *(b)
John M. Zrno ................................... * *(Chair) *
Employee Director
John F. Cassidy ................................. *
Former Directors (b)
Robert W. Mahoney ............................. *
Daniel J. Meyer ................................. *(Chair) * *
(a) All Non-Employee Directors and Messrs. Mahoney and Meyer were determined by the Board to be
independent directors.
(b) Messrs. Mahoney and Meyer served on the designated committees until their retirement on May 1, 2009. In
conjunction with the retirement of Mr. Mahoney, Ms. Haussler joined the Audit and Finance Committee. In
conjunction with the retirement of Mr. Meyer, Ms. Wentworth became the Chair of the Audit and Finance
Committee and joined the Executive Committee, and Mr. Shumate joined the Compensation Committee. In
addition, Mr. Maier switched from the Governance and Nominating Committee to the Audit and Finance
Committee.
Audit and Finance Committee: The Audit and Finance Committee currently consists of five persons, none
of whom is an executive officer of the Company. Until their retirements in May 2009, Mr. Mahoney served on
this committee and Mr. Meyer served as Chair on this committee. The Audit and Finance Committee held five
meetings during 2009. 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, (iv) the Company’s risk assessment and risk management
policies, and (v) the performance of the Company’s internal audit function and Independent Registered Public
Accounting Firm. To this end, the Audit and Finance Committee meets in executive session with its own
members and may also meet separately with the Independent Registered Public Accounting Firm, 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 55.
While the Board has ultimate responsibility for risk oversight, it delegates many of these functions to the
Audit and Finance Committee. The Audit and Finance Committee receives regular updates on the Company’s
existing and emerging risks from the Managing Director of Internal Controls. The updates are based upon
interviews with senior management of the Company as well as other key employees. The updates include risk
rankings and a general description of risk mitigation activities pertaining to each item. The Audit and Finance
Committee provides periodic updates to the full Board on risk oversight matters.
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