Time Warner Cable 2015 Annual Report Download - page 68

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policy and Procedures Governing Related Person Transactions
The Board has adopted the Time Warner Cable Inc. Policy and Procedures Governing Related Person
Transactions. This is a written policy and set of procedures for the review and approval or ratification of transactions
involving related persons, which consist of directors, director nominees, executive officers, persons or entities known
to the Company to be the beneficial owner of more than five percent (5%) of any outstanding class of the voting
securities of the Company, or immediate family members or certain affiliated entities of any of the foregoing persons.
Under authority delegated by the Board, the Nominating and Governance Committee (or its Chair, under certain
circumstances) is responsible for applying the policy with the assistance of the General Counsel or his designee (if
any). Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of
similar transactions, arrangements or relationships, in which (i) the aggregate amount involved will or may be expected
to exceed $100,000 in any calendar year; (ii) the Company is, will or may be expected to be a participant; and (iii) any
related person has or will have a direct material interest or an indirect material interest.
In addition, the Company’s Standards of Business Conduct and Guidelines for Non-Employee Directors
contain general procedures for the approval of transactions between the Company and its directors and executive
officers and certain other transactions involving the Company’s directors and executive officers. The Company’s
Standards of Business Conduct and Guidelines for Non-Employee Directors are available on its website.
Excluded Transactions
In addition to the requirements described above for transactions covered by the policy, the policy includes a list
of categories of transactions identified by the Board as having no significant potential for an actual or the
appearance of a conflict of interest or improper benefit to a related person, and thus are not subject to review by the
Nominating and Governance Committee. These excluded transactions consist of the following types of transactions
between the Company and a related person or another entity with which the related person is affiliated:
•Ordinary Course Transactions with Other Entities. Transactions in the ordinary course of business
between the Company and another entity with which a related person is affiliated unless (a) the related
person serves as an executive officer, employee or beneficial owner of an equity interest of 10% or more
in the other entity and (b) the transactions, in the aggregate, represent more than 5% of the Company’s
consolidated gross revenue for the prior fiscal year or 2% of the other entity’s gross revenue for the prior
fiscal year;
•Charitable Contributions. Discretionary charitable contributions by the Company to a non-profit entity
with which a related person is affiliated that would satisfy the Company’s categorical standards for
determining that a material relationship does not exist with an entity that would impact a director’s
independence. See “Corporate Governance—Criteria for Membership on the Board—Independence”
above;
•Transactions with Significant Stockholders. Transactions between the Company and a corporation,
firm or other entity known to the Company to be the beneficial owner of more than 5% of any
outstanding class of the Company’s voting securities (a “Significant Stockholder”), if the transactions
occur in the ordinary course of business and are consistent with other transactions in which the
Company has engaged with third parties, unless the transactions, in the aggregate, represent more than
5% of the Company’s consolidated gross revenue for the prior fiscal year or 2% of the Significant
Stockholder’s gross revenue for the prior fiscal year;
•Non-employee Position with Other Affiliated Entities. Transactions where the related person’s interest
in the transaction is based solely on his or her position as (a) a non-employee director of the other entity
or (b) subject to the requirements relating to the Company’s charitable contributions as described above,
a non-employee director or trustee, or unpaid volunteer at a non-profit organization;
•Executive Compensation. Any compensation paid to an executive officer of the Company if (a) the
compensation is required to be reported in the Company’s annual report on Form 10-K or proxy
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