Cincinnati Bell 2011 Annual Report Download - page 23

The Board determined that each member of the Audit and Finance Committee satisfies the independence
requirements of the rules and regulations of the SEC and the independence and other requirements of the rules
and listing standards of the NYSE. No member of the Audit and Finance Committee serves on the audit
committees of more than three public companies. In addition, the Board determined that Ms. Wentworth and
Ms. Haussler are audit committee financial experts as defined in the regulations of the SEC and that each
member of the Audit and Finance Committee is financially literate as defined by the rules and listing standards of
the NYSE.
Compensation Committee: The Compensation Committee currently consists of five persons, none of whom
is an executive officer. The Compensation Committee held four meetings during 2011. The Compensation
Committee is responsible for, among other things, ensuring that directors and certain key executives are
effectively and competitively compensated in terms of base compensation and short- and long-term incentive
compensation and benefits. In addition, the Compensation Committee evaluates the performance of the Chief
Executive Officer and reviews with management the succession planning process for key executive positions.
The Compensation Committee Charter provides a more detailed description of the responsibilities and duties of
the Compensation Committee. For information on how to obtain a copy of the Compensation Committee Charter,
please see page 72.
In performing its duties, the Compensation Committee meets at least three times each calendar year. The
Compensation Committee also meets separately with the Company’s Chief Executive Officer and other corporate
officers, as it deems appropriate, to establish and review the performance criteria and compensation of the
Company’s executive officers. An agenda for each meeting is provided in advance to the members of the
Compensation Committee.
The Board determined that each member of the Compensation Committee satisfies the independence
requirements of the rules and listing standards of the NYSE.
Governance and Nominating Committee: In 2011, the Governance and Nominating Committee consisted of
five persons, none of whom is an executive officer, until the resignation of Mr. Lazarus, who served on the
Governance and Nominating Committee, and then it consisted of four persons. When Mr. Schriber joined the
Board, the Governance and Nominating Committee increased back to five persons. The Governance and
Nominating Committee held four meetings during 2011. The Governance and Nominating Committee, among
other things, identifies individuals to become members of the Board, periodically reviews the size and
composition of the Board, evaluates the performance of Board members, makes recommendations regarding the
determination of a director’s independence, recommends committee appointments and chairpersons to the Board,
periodically reviews and recommends to the Board updates to the Company’s Corporate Governance Guidelines
and related Company policies and oversees an annual evaluation of the Board and its committees. The
Governance and Nominating Committee Charter provides a more detailed description of the responsibilities and
duties of the Governance and Nominating Committee. For information on how to obtain a copy of the
Governance and Nominating Committee Charter, please see page 72.
In performing its duties, the Governance and Nominating Committee typically meets four times each
calendar year. The Chief Executive Officer and the Secretary of the Company typically attend the meetings of the
Governance and Nominating Committee. An agenda for each such meeting is provided in advance to the
members of the Governance and Nominating Committee.
The Board determined that each member of the Governance and Nominating Committee satisfies the
independence requirements of the rules and listing standards of the NYSE.
Executive Committee: The Executive Committee consists of five persons, one of whom is the President and
Chief Executive Officer of the Company. The Committee held two meetings during 2011. The Executive
Committee acts on behalf of the Board in certain matters, when necessary, between Board meetings.
Director Nominations
The Governance and Nominating Committee will consider director candidates recommended by
shareholders. The Governance and Nominating Committee did not receive, and therefore did not consider, any
recommendations for director candidates by any shareholder for the 2012 Annual Meeting.
9
Proxy Statement