Cincinnati Bell 2013 Annual Report Download - page 18

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 2013 is (or was) independent and has (or had) no relationship with the Company, except as
a director and shareholder:
•Bruce L. Byrnes ** •Theodore H. Schell ***
•Phillip R. Cox •Alan R. Schriber
•Jakki L. Haussler •Alex Shumate*
•Craig F. Maier •Lynn A. Wentworth
•Russel P. Mayer *** •John M. Zrno
* Mr. Shumate resigned from the Board effective January 23, 2013.
** Mr. Byrnes retired from the Board effective April 30, 2013
*** Messrs. Mayer and Schell were appointed to the Board effective October 10, 2013.
In addition, based on these standards, the Board determined that (a) Mr. Torbeck was not independent
because he served as the President and Chief Executive Officer of the Company in 2013, (b) Mr. Cassidy was not
independent because he served as the President and Chief Executive Officer of the Company until January 31,
2013 and (c) Mr. Wojtaszek was not independent because he served as the President of CyrusOne, a former
wholly-owned subsidiary of the Company.
Executive Sessions of Non-Employee Directors
The non-employee directors of the Company meet in executive session without management present at each
regularly scheduled meeting of the Board. Mr. Cox presides at the meetings of the non-employee directors.
Committees of the Board
The following table sets forth the membership of the committees of the Board at the end of 2013:
Name of Director
Audit and
Finance Compensation
Governance and
Nominating Executive
Non-Employee Directors (a)
Phillip R. Cox ..................................... * * * *(Chair)
Jakki L. Haussler ................................... * *
Craig F. Maier ..................................... * *
Russel P. Mayer (b) ................................. *
Theodore H. Schell (b) .............................. * *(Chair) *
Alan R. Schriber ................................... *
Lynn A. Wentworth ................................ *(Chair) * *
John M. Zrno ...................................... *(Chair) * *
Employee Directors
Theodore H. Torbeck (c) ............................. *
John F. Cassidy (d) .................................
(a) All non-employee directors were determined by the Board to be independent directors.
(b) Effective October 10, 2013, Messrs. Mayer and Schell were appointed to fill vacancies on the Board.
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