Time Warner Cable 2015 Annual Report Download - page 12

Nominations Developed by the Nominating and Governance Committee. The Nominating and
Governance Committee may identify and propose an individual for election to the Board. This involves the
following steps:
•Assessment of Needs. As described above, the Nominating and Governance Committee conducts
periodic assessments of the overall composition of the Board in light of the Company’s current and
expected business needs and, as a result of such assessments, the Committee may establish specific
qualifications that it will seek in Board candidates. The Committee reports on the results of these
assessments to the full Board of Directors.
•Identifying New Candidates. In light of such assessments, the Committee may seek to identify new
candidates for the Board who possess the specific qualifications established by the Committee and
satisfy the other requirements for Board service. In identifying new director candidates, the Committee
seeks advice and names of candidates from Committee members, other members of the Board, members
of management, and other public and private sources. The Committee may also, but need not, retain a
search firm in order to assist it in these efforts.
•Reviewing New Candidates. The Committee reviews the potential new director candidates identified
through this process. This involves reviewing the candidates’ qualifications as compared to the specific
criteria established by the Committee and the more general criteria established by the by-laws and
Corporate Governance Policy. The Committee may also select certain candidates to be interviewed by
one or more Committee members.
•Reviewing Incumbent Candidates. On an annual basis, the Committee also reviews incumbent
candidates for renomination to the Board. This review involves an analysis of the criteria set forth above
that apply to incumbent directors.
•Recommending Candidates. The Committee recommends a slate of candidates for the Board of
Directors to submit for approval to the stockholders at the annual stockholders meeting. This slate of
candidates may include both incumbent and new nominees. In addition, apart from this annual process,
the Committee may, in accordance with the by-laws, recommend that the Board elect new members of
the Board who will serve until the next annual stockholders meeting.
Stockholder Nominations Submitted to the Committee. Stockholders may also submit names of director
candidates, including their own, to the Nominating and Governance Committee for its consideration. The process
for stockholders to use in submitting suggestions to the Nominating and Governance Committee is set forth
below at “Other Procedural Matters—Procedures for Submitting Director Recommendations and Nominations.”
Stockholder Nominations Submitted to Stockholders. Stockholders may choose to submit nominations
directly to the Company’s stockholders. The Company’s by-laws set forth the process that stockholders may use
if they choose this approach, which is described below at “Other Procedural Matters—Procedures for Submitting
Director Recommendations and Nominations.”
Director Elections—Majority Vote. The Company’s by-laws provide, among other things, that in any
uncontested election of directors, directors will be elected by a vote of a majority of the votes cast. Any
abstentions or broker non-votes will not be counted as a vote cast. Accordingly, any new director nominee in an
uncontested election who receives more “against” votes than “for” votes will not be elected to the Board. If any
incumbent director receives more “against” votes than “for” votes, he or she must submit an offer to resign from
the Board no later than two weeks after the certification by the Company of the voting results. The Board will
then consider the resignation offer and may either (i) accept the resignation offer or (ii) reject the resignation
offer and seek to address the underlying cause(s) of the “against” votes. The Board is required to make its
determination within 90 days following the certification of the stockholder vote and make a public announcement
of its decision, including a statement regarding the reasons for its decision if the Board rejects the resignation
offer. This procedure also provides that the Chairman of the Nominating and Governance Committee has the
authority to manage the Board’s review of the resignation offer, unless it is the Chairman of the Nominating and
Governance Committee who has received the majority-against vote, in which case, the remaining independent
directors who received a majority of the votes cast will select a director who will have the authority otherwise
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