Time Warner Cable 2015 Annual Report Download - page 11

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up to $10 million per year or (b) the greater of $1 million or 2% of that organization’s annual gross
revenues for organizations with gross revenues of more than $10 million per year; or (iii) the
aggregate amount of the Company’s contributions to the organizations where a director or spouse is
an executive officer or director is more than the greater of $1 million or 2% of all such
organizations’ annual gross revenues.
➢Employment and Benefits. The employment by the Company of a member of a director’s family
will generally be deemed not to create a material relationship, unless such employment involves
employment at a salary of more than $60,000 per year of a director’s current spouse, domestic
partner or child. Further, vested and non-forfeitable equity-based benefits and retirement benefits
provided to directors or their family members under qualified plans as a result of prior employment
will generally be deemed not to create a material relationship.
➢Other Transactions. Transactions between the Company and another entity with which a director
or a member of a director’s family is affiliated will generally be deemed not to create a material
relationship unless (i) they are the type set forth above under “Business Transactions;” (ii) they
occurred within the last three years and were inconsistent with other transactions in which the
Company has engaged with third parties; (iii) they occurred within the last three years and the
director is an executive officer, employee, or substantial owner, or an immediate family member is
an executive officer, of the other entity and such transactions represent more than 2% of the other
entity’s gross revenues for the prior fiscal year or more than 5% of the Company’s consolidated
gross revenues for its prior fiscal year.
➢Interlocking Directorships. Service by an employee of the Company as a director of an entity
where one of the Company’s directors or director’s family members serves as an executive officer
will generally be deemed not to create a material relationship, unless the employee (i) is an
executive officer of the Company; (ii) reports directly to the Board or a committee of the Board; or
(iii) has annual compensation approved by the Board’s Compensation Committee. In addition,
service by an employee of the Company as a director of an entity where one of the Company’s
directors or a member of the director’s family serves as a non-employee director will generally be
deemed not to create a material relationship.
➢Educational and Other Affiliations. Attendance by an employee of the Company at an educational
institution affiliated with one of the Company’s directors or a member of the director’s family, or
membership by an employee of the Company in a professional association, social, fraternal or
religious organization, club or institution affiliated with a Company director or member of the
director’s family, will generally be deemed not to create a material relationship.
➢Security Ownership. Ownership by an employee of the Company of the securities of an entity
where one of the Company’s directors or a member of the director’s family serves as a director or an
employee will generally be deemed not to create a material relationship, unless (i) the Company
employee (a) is an executive officer of the Company or reports directly to the Board or a committee
of the Board or has annual compensation approved by the Board’s Compensation Committee and
(b) beneficially owns more than 5% of any class of the other entity’s voting securities; and (ii) the
Company director or a member of a director’s family is a director or executive officer of the other
entity.
Independent Judgment. Finally, in addition to the foregoing independence criteria, which relate to a
director’s relationship with the Company, the Board also requires that independent directors be free of any other
affiliation—whether with the Company or another entity—that would interfere with the exercise of independent
judgment.
Director Nomination Process
There are a number of different ways in which an individual may be nominated for election to the Board of
Directors.
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