Cincinnati Bell 2011 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 10 members.
As discussed in its Corporate Governance Guidelines, the Company has a long-standing policy that the
positions of Chairman of the Board (currently held by Mr. Cox) and Chief Executive Officer (currently held by
Mr. Cassidy) should be held by separate persons. The Company continues to believe that this structure is in the
best interest of shareholders because it facilitates the Board’s oversight of management, allows the independent
directors to be more actively involved in setting agendas and establishing priorities for the work of the Board,
and is consistent with the principles of good corporate governance.
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 2011, the Board held
eleven 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 2011 Annual
Meeting of Shareholders.
For information on how to obtain a copy of the Company’s Corporate Governance Guidelines, please see
page 72.
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.
Based on these standards, the Board determined that each of the following persons who served as a
non-employee director in 2011 is (or was) independent and has (or had) no relationship with the Company,
except as a director and shareholder:
•Bruce L. Byrnes •Alan R. Schriber**
•Phillip R. Cox •Alex Shumate
•Jakki L. Haussler •Lynn A. Wentworth
•Mark Lazarus* •John M. Zrno
•Craig F. Maier
* Mr. Lazarus resigned from the Board effective January 29, 2011.
** Mr. Schriber was appointed to the Board effective May 3, 2011.
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, and Gary J. Wojtaszek is not independent
because he is the President of CyrusOne Inc., a subsidiary of the Company, and previously served as Chief
Financial Officer of the Company.
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Proxy Statement