Time Warner Cable 2015 Annual Report Download - page 15

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management. The Board has determined that each member of the Audit Committee qualifies as an audit
committee financial expert under the rules of the SEC implementing section 407 of the Sarbanes-Oxley Act of
2002 and meets the independence and experience requirements of the NYSE and the federal securities laws.
Compensation Committee. The Compensation Committee is responsible for (i) approving compensation
and employment agreements for, and reviewing benefits provided to, certain of the Company’s senior executives,
(ii) overseeing the Company’s disclosure regarding executive compensation, (iii) administering the Company’s
equity-based compensation plans and (iv) reviewing the Company’s overall compensation structure, practices,
risks and benefit plans. A sub-committee of the Compensation Committee is responsible for certain executive
compensation matters, including (i) reviewing and approving corporate goals and objectives relevant to the
compensation of the CEO, each of the other executive officers and each of the other employees whose annual
total compensation has a target value of $2 million or more (the “Senior Executives”), (ii) evaluating the
performance of the CEO and the Senior Executives and (iii) setting the compensation level of the CEO and the
Senior Executives.
Nominating and Governance Committee. The Nominating and Governance Committee is responsible for
assisting the Board in relation to (i) corporate governance, (ii) director nominations, (iii) committee structure and
appointments, (iv) CEO performance evaluations and succession planning, (v) Board performance evaluations,
(vi) director compensation, (vii) regulatory matters relating to corporate governance, (viii) stockholder proposals
and communications, (ix) social and environmental responsibility and (x) related person transactions.
Finance Committee. The Finance Committee is responsible for (i) reviewing and approving the
Company’s financing activities and (ii) assisting the Board in overseeing the Company’s (a) capital structure and
financing strategies, including the related risks, (b) insurance program and (c) management of retirement plan
assets, including the defined benefit pension plan trust.
Marketing and Customer Care Committee. The Marketing and Customer Care Committee was
responsible for (i) assisting the Board in overseeing the Company’s marketing and customer care activities,
including strategies, programs, spending, execution and related technical operation matters and (ii) providing
feedback to the Company’s management regarding such matters.
Board Self-Evaluation
The Board of Directors conducts a self-evaluation of its performance annually, which includes a review of
the Board’s composition, responsibilities, structure, processes and effectiveness. Each standing committee of the
Board also conducts a similar self-evaluation with respect to such committee.
Director Orientation and Education
Each individual, upon joining the Board of Directors, is provided with an orientation regarding the role and
responsibilities of the Board and the Company’s operations. As part of this orientation, new directors have
opportunities to meet with members of the Company’s senior management. The Company is also committed to
the ongoing education of its directors. From time to time, the Company’s executives make presentations to the
Board regarding their respective areas. In addition, the Company reimburses directors for reasonable expenses
relating to ongoing director education.
Non-Employee Director Compensation and Stock Ownership Requirement
The Board of Directors is responsible for establishing compensation for the Company’s non-employee
directors who are not active employees of the Company. At least every two years, the Nominating and
Governance Committee reviews the compensation for non-employee directors, including compensation provided
to non-employee directors at other companies, and makes a recommendation to the Board for its approval. (For
details on the compensation currently provided to non-employee directors, see “Director Compensation.”)
All directors who are not actively employed by the Company are required, within five years of joining the
Board, to own stock or stock-based equivalents (whether as a result of receipt of shares from the Company or the
purchase of shares) with a value of at least five times the annual cash retainer paid for Board service. Each of the
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