Time Warner Cable 2015 Annual Report Download - page 69

statement under the compensation disclosure requirements of the SEC or (b)(i) the executive officer is
not an “immediate family member” otherwise covered by the policy and the compensation would be
reported in the Company’s annual report on Form 10-K or proxy statement if the executive officer was a
“named executive officer” (as defined under SEC rules) and (ii) the Compensation Committee approved
(or recommended that the Board approve) such compensation;
•Director Compensation. Any compensation paid to a director of the Company if the compensation is
required to be reported in the Company’s annual report on Form 10-K or proxy statement under the
SEC’s compensation disclosure requirements;
•Transactions Where All Stockholders Receive Proportional Benefits. Transactions in which all
stockholders receive the same benefits on a pro rata basis (e.g., dividends);
•Transactions Involving Competitive Bids, Regulated Transactions and Certain Banking-Related
Services. Transactions involving a related person where the rates or charges involved are determined
by competitive bids; transactions with a related person involving the rendering of services as a common
carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or
transactions with a related person involving services as a bank depositary of funds, transfer agent,
registrar, trustee under a trust indenture, or similar services; and
•Other. Other categories of transactions that may be identified by the Nominating and Governance
Committee from time to time as having no significant potential for an actual, or the appearance of a,
conflict of interest or improper benefit to a related person.
Approval Procedure
The General Counsel or his designee will assess whether any proposed transaction involving a related
person is a related person transaction covered by the policy, and if so, the transaction will be presented to the
Nominating and Governance Committee for review and consideration at its next meeting or, in those instances in
which the General Counsel or his designee determines that it is not practicable or desirable for the Company to
wait until the next Committee meeting, to the Chair of the Nominating and Governance Committee. If the
General Counsel or his designee potentially may be involved in a related person transaction, the applicable
person is required to inform the Chief Executive Officer and the Chair of the Nominating and Governance
Committee. Related person transactions (other than the excluded transactions) will be reviewed and be subject to
approval by the Nominating and Governance Committee. If possible, the approval will be obtained before the
Company commences the transaction or enters into or amends any contract relating to the transaction. If advance
Committee approval of a related person transaction is not feasible or not identified prior to commencement of a
transaction, then the transaction will be considered and, if the Nominating and Governance Committee
determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting.
In determining whether to approve or ratify a related person transaction covered by the policy, the
Nominating and Governance Committee may take into account such factors it deems appropriate, which may
include:
• the extent of the related person’s interest in the transaction;
• whether the transaction would interfere with the objectivity and independence of any related person’s
judgment or conduct in fulfilling his or her duties and responsibilities to the Company;
• whether the transaction is fair to the Company and on terms no less favorable than terms generally
available to an unaffiliated third party under the same or similar circumstances;
• whether the transaction is in the interest of the Company and its stockholders; and
• whether the transaction is consistent with any conflicts of interest policies set forth in the Company’s
Standards of Business Conduct and other policies.
A member of the Nominating and Governance Committee who potentially is a related person in connection
with a particular proposed related person transaction will not participate in any discussion or approval of the
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