Cincinnati Bell 2012 Annual Report Download - page 21

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. For Ms. Wentworth’s and Ms. Haussler’s relevant experience, please see pages 18 – 19.
Compensation Committee: The Compensation Committee currently consists of four persons (five persons in
2012), none of whom is an executive officer. The Compensation Committee held five meetings during 2012. 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 58.
The Compensation Committee meets as often as necessary to perform its duties. 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 2012, the Governance and Nominating Committee consisted of
five persons, none of whom is an executive officer. The Governance and Nominating Committee held three
meetings during 2012. 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 58.
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 no meetings during 2012. 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 2013 Annual Meeting.
The Governance and Nominating Committee uses the following process to identify and evaluate director
nominee candidates. Any qualified individual or group, including shareholders, incumbent directors and
members of senior management, may at any time propose a candidate to serve on the Board. Background
information on proposed candidates is forwarded to the Governance and Nominating Committee. For information
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Proxy Statement