Cincinnati Bell 2015 Annual Report Download - page 19

The following table lists the chairs (C) and members (M) of each standing committee as at the end
of 2015:
Name of Director
Audit and
Finance Compensation
Governance and
Nominating Executive
Non-Employee Directors (a)
Phillip R. Cox ............... M M M C
John W. Eck ................ M M
Jakki L. Haussler ............ M M
Craig F. Maier .............. M C M
Russel P. Mayer ............. M C M
Lynn A. Wentworth .......... C M M
Martin J. Yudkovitz (b) ........ M
John M. Zrno ............... M M
Employee Directors
Theodore H. Torbeck ......... M
(a) All non-employee directors were determined by the Board to be independent directors.
(b) Effective July 2, 2015, Mr. Yudkovitz was appointed to fill a vacancy on the Board.
In addition, Mr. Alan R. Schriber served as a member of the Compensation Committee and the
Governance and Nominating Committee until the expiration of his term on the Board on April 30, 2015.
Audit and Finance Committee: The Audit and Finance Committee currently consists of six
persons, none of whom is an executive officer of the Company. The Audit and Finance Committee held
five meetings during 2015. The purpose of the Audit and Finance Committee is, among other things, to
assist the Board in its oversight of (i) the integrity of the financial statements of the Company, (ii) the
Company’s compliance with legal and regulatory requirements, (iii) the independence and
qualifications of the independent registered public accounting firm (“Independent Registered Public
Accounting Firm”), (iv) the Company’s risk assessment and risk management policies, and (v) the
performance of the Company’s internal audit function and Independent Registered Public Accounting
Firm. To this end, the Audit and Finance Committee meets in executive session with its own members
and may also meet separately with the Independent Registered Public Accounting Firm, the
Company’s internal auditors, General Counsel or members of management. The Audit and Finance
Committee Charter provides a more detailed description of the responsibilities and duties of the Audit
and Finance Committee. For information on how to obtain a copy of the Audit and Finance Committee
Charter, please see page 69.
While the Board has ultimate responsibility for risk oversight, it delegates many of these functions
to the Audit and Finance Committee. The Audit and Finance Committee receives regular updates on
the Company’s existing and emerging risks from the Company’s Internal Audit department. The
updates are based upon interviews with senior management of the Company as well as other key
employees. The updates include risk rankings and a general description of risk mitigation activities
pertaining to each item. In addition, the Audit and Finance Committee receives regular updates from
the Company’s Chief Security Officer on cyber security risks and the actions being taken by his
department to monitor and mitigate those risks. The Audit and Finance Committee also oversees the
Company’s Security Breach Response and Notification Plan, which sets forth the Company’s plan for
notifying affected persons and other stakeholders in the event a security breach involving personally
identifiable information or protected health information triggers notification requirements under
applicable law. The Audit and Finance Committee provides periodic updates to the full Board on risk
oversight and cyber security matters.
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Proxy Statement