Cincinnati Bell 2015 Annual Report Download - page 17

Additional Information
More detailed information about the 2016 annual meeting and voting can be found in
“Questions and Answers” beginning on page 63.
Governance
Board of Directors and Committees
Corporate Governance Overview
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.
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.
On January 23, 2015, Mr. Alan R. Schriber informed the Company that he would not seek re-
election to the Board when his term expired in 2015, and on April 30, 2015, Mr. Schriber’s position on
the Board became vacant. Effective July 2, 2015, Mr. Martin J. Yudkovitz was appointed to the Board
to fill the vacancy resulting from Mr. Schriber’s decision not to stand for re-election at last year’s annual
meeting.
The Company has a long-standing policy that the positions of Chairman of the Board (currently
held by Mr. Phillip R. Cox) and Chief Executive Officer (currently held by Mr. Theodore H. 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 2015, the Board held eight 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 and were
seeking election, attended the 2015 Annual Meeting of Shareholders.
For information on how to obtain a copy of the Company’s Corporate Governance Guidelines,
please see page 69.
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Proxy Statement