Cincinnati Bell 2013 Annual Report Download - page 17

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.
During 2013, the composition of our board changed significantly due primarily to the IPO of CyrusOne.
Effective January 23, 2013, in connection with the IPO of CyrusOne, Mr. Alex Shumate resigned from the Board
and joined CyrusOne’s Board of Directors representing Cincinnati Bell. In addition, Mr. Gary J. Wojtaszek
resigned from his positions with the Company, including as a member of the Board, effective January 23, 2013 to
assume the role of Chief Executive Officer of CyrusOne and become a member of the CyrusOne Board of
Directors. Also effective with the IPO of CyrusOne, the Company appointed Mr. John F. Cassidy as CyrusOne’s
Chairman of the Board of Directors, and he continues to serve in such capacity currently.
Subsequent to the successful completion of the IPO, Mr. Cassidy retired from his position as President and
Chief Executive Officer of Cincinnati Bell effective January 31, 2013 and assumed the role of Vice Chairman of
the Board to facilitate an appropriate transition of the President and Chief Executive Officer responsibilities to
Mr. Theodore H. Torbeck, who assumed such capacity effective January 31, 2013. Following the successful
transition of responsibility to Mr. Torbeck, Mr. Cassidy retired from the Board effective December 31, 2013.
On April 29, 2013, Mr. Bruce L. Byrnes, an incumbent director and nominee for re-election to the Board of
Directors, informed the Board and the Company that he was retiring as a director effective April 30, 2013.
Mr. Byrnes stated in his retirement letter that there were no disagreements between the Company and himself or
the Board and himself relative to his retirement. Effective October 10, 2013, Messrs. Russel P. Mayer and
Theodore H. Schell were appointed to the Board to fill the vacancies resulting from the IPO of CyrusOne and the
retirement of Mr. Byrnes.
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 until January 31, 2013 and currently held by
Mr. Torbeck) should be held by separate persons, as discussed in its Corporate Governance Guidelines. 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 2013, the Board held nine
meetings, and all directors 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 2013 Annual
Meeting of Shareholders.
For information on how to obtain a copy of the Company’s Corporate Governance Guidelines, please see
page 64.
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Proxy Statement