Time Warner Cable 2015 Annual Report Download - page 23

Name Age Principal Occupation During the Past Five Years
John E. Sununu ................. 50 Former U.S. Senator, New Hampshire. Senator Sununu has
served as a Senior Policy Advisor for Akin Gump Strauss Hauer
& Feld LLP, a law firm, since July 2010. He served as a U.S.
Senator from New Hampshire from January 2003 to 2009. He
was a member of the Committees on Banking, Commerce,
Finance and Foreign Relations, and he was appointed the
Congressional Representative to the United Nations General
Assembly. Prior to his election to the Senate, he represented New
Hampshire’s First District in the U.S. House of Representatives
from 1997 to 2003. Prior to serving in Congress, he served as the
Chief Financial Officer of Teletrol Systems, Inc., a manufacturer
of building control systems, from 1993 to 1996. Senator Sununu
has served as a director since March 2009 and is also a director of
Boston Scientific Corporation.
Senator Sununu has significant legislative, regulatory and
financial experience. The Company’s business is subject to
extensive regulation, and Senator Sununu provides legislative and
regulatory insight. He also possesses corporate governance
experience from his service on another public company board.
Attendance
During 2014, the Board of Directors met 13 times. Each incumbent director attended over 85% of the total
number of meetings of the Board of Directors and the committees of which he or she was a member. In addition,
the directors are encouraged to attend the Company’s annual meetings of stockholders. All of the Company’s
incumbent directors attended the 2014 annual meeting of the Company’s stockholders.
Committee Membership
The current members of the Board’s standing committees are as follows:
Audit Committee. The members of the Audit Committee are Donna James, who serves as the Chair,
Thomas Castro, James Copeland, Jr. and Wayne Pace. Among other things, the Audit Committee complies with
all NYSE and legal requirements and consists entirely of Independent Directors. The authority and responsibility
of the Audit Committee, which met ten times during 2014, are described above (see “Corporate Governance—
Committees of the Board”) and set forth in detail in its charter.
Compensation Committee. The members of the Compensation Committee are Peter Haje, who serves as
the Chair, Carole Black, N.J. Nicholas, Jr. and Edward Shirley. All of the members of the Compensation
Committee are Independent Directors. The Compensation Committee has a sub-committee consisting of three
Independent Directors who are also considered “outside directors” under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “Internal Revenue Code”), Ms. Black and Messrs. Nicholas and Shirley, to which
it may delegate executive compensation matters. The authority and responsibility of the Compensation
Committee, which met six times during 2014, are described above (see “Corporate Governance—Committees of
the Board”) and set forth in detail in its charter.
Nominating and Governance Committee. The members of the Nominating and Governance Committee
are John Sununu, who serves as the Chair, Thomas Castro, David Chang and N.J. Nicholas, Jr. All of the
members of the Nominating and Governance Committee are Independent Directors. The authority and
responsibility of the Nominating and Governance Committee, which met three times during 2014, are described
above (see “Corporate Governance—Committees of the Board”) and set forth in detail in its charter.
Finance Committee. The members of the Finance Committee are Wayne Pace, who serves as the Chair,
David Chang, James Copeland, Jr., Don Logan and John Sununu. All of the members of the Finance Committee
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