Time Warner Cable 2015 Annual Report Download - page 14

roles would potentially result in less effective management and governance processes through undesirable
duplication of work and, in the worst case, lead to a blurring of the current clear lines of accountability and
responsibility.
Board Risk Oversight
While risk management is primarily the responsibility of the Company’s management, the Board provides
overall risk oversight with a focus on the most significant risks facing the Company. Throughout the year, in
conjunction with its regular business presentations to the Board and its committees, management highlights any
significant related risks. In addition, annually a meeting of the Board is dedicated to reviewing the Company’s
short- and long-term strategies, including consideration of significant risks facing the Company.
The Board has delegated responsibility for the oversight of specific risks to the Board committees as
follows:
•Audit Committee. The Audit Committee oversees the Company’s risk policies and processes relating to
the financial statements and financial reporting process as well as overseeing the Company’s enterprise
risk management processes. In that role, the Company’s management discusses with the Committee the
Company’s major risk exposures and how these risks are managed and monitored. At least annually, the
Audit Committee receives a report from management regarding the manner in which the Company is
assessing and managing the Company’s exposure to financial and other risks.
•Compensation Committee. The Compensation Committee monitors the risks associated with the
Company’s key compensation philosophy, principles and programs.
•Nominating and Governance Committee. The Nominating and Governance Committee oversees risks
related to the Company’s governance structure and processes and risks from related person transactions.
•Finance Committee. The Finance Committee monitors the risks associated with the Company’s
financing activities, capital structure, pension obligations and hedging programs.
The Board’s risk oversight process builds upon the Company’s enterprise risk management processes. The
description, assessment, mitigation plan and status for each enterprise risk are developed and monitored by
management, including management “risk owners” and an oversight enterprise risk management committee.
Management identifies and monitors the Company’s risks. In addition to the Company’s enterprise risk
management processes, it has regular management disclosure committee meetings, a strong compliance office,
Codes of Business Conduct and a comprehensive internal and external audit process.
Committees of the Board
During 2014, the Board had five standing committees: the Audit Committee, the Compensation Committee,
the Nominating and Governance Committee, the Finance Committee and the Marketing and Customer Care
Committee. The Board may eliminate or create additional committees as it deems appropriate. Effective
January 1, 2015, the Board disbanded the Marketing and Customer Care Committee.
Each of the Board’s committees, including the Audit Committee, the Nominating and Governance
Committee and the Compensation Committee, is composed entirely of Independent Directors (as defined below).
The Chair of each committee is elected by the Board, generally upon the recommendation of the Nominating and
Governance Committee, and is expected to be rotated periodically. Each committee also holds regular executive
sessions at which only committee members are present. Each committee is also authorized to retain its own
outside counsel and other advisors as it desires.
As noted above, charters for each standing committee are available on the Company’s website at
www.twc.com/investors, but a brief summary of the committees’ responsibilities follows:
Audit Committee. The Audit Committee assists the Board of Directors in fulfilling its responsibilities in
connection with the Company’s (i) independent auditors, (ii) internal auditors, (iii) financial statements,
(iv) earnings releases and guidance and (v) the Company’s compliance program, internal controls and risk
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