Cincinnati Bell 2012 Annual Report Download - page 19

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 nine 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 (held by Mr. Cassidy
in 2012 and currently held by Mr. Torbeck) 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 2012, the Board held nine
meetings, and all but Mr. Byrnes attended at least 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 2012 Annual
Meeting of Shareholders.
For information on how to obtain a copy of the Company’s Corporate Governance Guidelines, please see page 58.
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 2012 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
•Craig F. Maier •John M. Zrno
* Mr. Shumate resigned from the Board effective January 23, 2013.
In addition, based on these standards, the Board determined that John F. Cassidy was not independent
because he was the President and Chief Executive Officer of the Company in 2012, and Gary J. Wojtaszek was
not independent because he served as the President of CyrusOne in 2012, a former wholly-owned subsidiary of
the Company.
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Proxy Statement