Time Warner Cable 2015 Annual Report Download - page 17

each nominee’s independence, satisfaction of regulatory requirements, financial literacy, personal and
professional accomplishments and experience in light of the needs of the Company and, with respect to
incumbent directors, past performance on the Board. See “Corporate Governance—Criteria for Membership on
the Board.” Each of the nominees is currently a director of the Company. The Board has determined that eleven
of the twelve current and incumbent directors (or 92% of the Board) have no material relationship with the
Company either directly or indirectly and are “independent” within the meaning of the listing requirements of the
NYSE and the Company’s more rigorous independence standards (such directors, the “Independent Directors”).
Specifically, the Board has identified each of the directors with the exception of Mr. Marcus as an Independent
Director as independence is defined in the NYSE Listed Company Manual and as defined by Rule 10A-3 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, each of these directors meets
the categorical standards for independence established by the Board, as set forth in the Company’s Corporate
Governance Policy and discussed elsewhere in this Proxy Statement. In addition, the Board has determined that
each director nominee is financially literate and possesses the high level of skill, experience, reputation and
commitment that is mandated by the Board.
In selecting its slate of nominees for election to the Board, the Nominating and Governance Committee and
the Board of Directors consider the appropriate combination of skills, professional experience and diversity of
backgrounds for the Board as a whole. The Board of Directors believes that each of the nominees possesses
integrity, good judgment, business acumen and high personal and professional ethics. More detailed information
about their experience is provided below with their biographical information.
Several of the directors have substantial experience in the cable, media and entertainment industries,
including Messrs. Castro, Chang, Haje, Logan, Marcus, Nicholas and Pace and Ms. Black. Messrs. Haje, Logan,
Marcus, Nicholas and Pace all share a deep understanding of the Company’s business developed through their
prior service at Time Warner. Ms. Black served as the President and Chief Executive Officer of Lifetime
Entertainment Services, a multi-media brand for women, for six years, where she oversaw all aspects of
programming and marketing. Mr. Castro co-founded a radio broadcasting company that primarily targets the
Hispanic community, an increasingly important focus for distributing the Company’s services. In addition to
Dr. Chang’s technological and management experience, he has a long history serving as a director of the
Company and its predecessors.
Each of the directors has significant experience as a senior officer of a major corporation or a comparable
position in government or academia. Mr. Shirley served as the President and Chief Executive Officer of Bacardi
Limited, and also has a long service history with The Procter & Gamble Company and The Gillette Company and
brings his marketing and managerial experience to the Board. Several of the directors also have extensive finance
and accounting experience, including Messrs. Copeland, Marcus, Nicholas and Pace, Senator Sununu and
Ms. James. Messrs. Copeland and Nicholas and Ms. James also have valuable experience serving on the audit
committees of other public companies. Several of the directors have extensive legislative or regulatory
experience, including Senator Sununu and Messrs. Castro, Copeland and Marcus and Ms. James, through their
experience in highly-regulated industries.
While backgrounds of all of the directors contribute a diversity of experience and opinion to the Board,
Messrs. Castro and Chang and Mses. Black and James also bring ethnic and gender diversity.
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