Cincinnati Bell 2015 Annual Report Download - page 21

Other Responsibilities and Governance Process
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of December 31, 2015, the members of the Compensation Committee included Ms. Wentworth,
Ms. Haussler and Messrs. Cox, Eck and Maier. None of the Compensation Committee members have
at any time been an officer or employee of the Company. None of the Company’s executive officers
serve, or in the past fiscal year served, as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving on the Company’s Board or
Compensation Committee.
CODE OF BUSINESS CONDUCT AND CODES OF ETHICS
The Company has a Code of Business Conduct applicable to all officers and employees that
describes requirements related to ethical conduct, conflicts of interest and compliance with laws. In
addition to the Code of Business Conduct, the Chief Executive Officer and senior financial officers are
subject to the Code of Ethics for Senior Financial Officers and the directors are subject to the Code of
Ethics for Directors.
For information on how to obtain a copy of the Company’s Code of Business Conduct, Code of
Ethics for Senior Financial Officers or Code of Ethics for Directors, please see page 69.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Board is committed to upholding the highest legal and ethical conduct in fulfilling its
responsibilities and recognizes that related party transactions can present a heightened risk of
potential or actual conflicts of interest. Accordingly, as a general matter, it is the Company’s preference
to avoid related party transactions. Current SEC rules define a related party transaction to include any
transaction, arrangement or relationship (i) in which the Company is a participant, (ii) in which the
transaction has an aggregate value greater than $120,000, and (iii) in which any of the following
persons has or will have a direct or indirect material interest:
•an executive officer, director or director nominee of the Company;
•any person who is known to be the beneficial owner of more than 5% of the Company’s
common and preferred shares;
•any person who is an immediate family member (as defined under Item 404 of Regulation S-K)
of an executive officer, director or director nominee or beneficial owner of more than 5% of the
Company’s common or preferred shares; or
•any firm, corporation or other entity in which any of the foregoing persons is employed or is a
partner or principal or in a similar position or in which such person, together with any other of the
foregoing persons, has a 10% or greater beneficial ownership interest.
The Company’s Code of Business Conduct, the Company’s Code of Ethics for Senior Financial
Officers and the Company’s Code of Ethics for Directors require directors, officers and all other
members of the workforce to avoid any relationship, influence or activity that would cause or even
appear to cause a conflict of interest. The Company’s Code of Business Conduct, Code of Ethics for
Senior Financial Officers and Code of Ethics for Directors generally require (i) a director to promptly
disclose to the Governance and Nominating Committee any potential or actual conflict of interest
involving him or her and (ii) an employee, including the executive officers, to promptly disclose a
conflict of interest to the General Counsel. The Governance and Nominating Committee (and, if
applicable, the General Counsel) determines an appropriate resolution to actual or potential conflicts of
interest on a case-by-case basis. All directors must recuse themselves from any discussion or decision
affecting their personal, business or professional interests.
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Proxy Statement