Time Warner Cable 2015 Annual Report Download - page 9

Download and view the complete annual report

Please find page 9 of the 2015 Time Warner Cable annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 84

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84

The remainder of this section of the Proxy Statement summarizes the key features of the Company’s
corporate governance practices:
Board Size
The number of directors constituting the full Board is currently set at twelve. The Board of Directors has
adopted a policy, consistent with the Company’s Certificate of Incorporation and by-laws, that it may determine
the size of the Board from time to time. In establishing its size, the Board considers a number of factors,
including (i) resignations and retirements from the current Board, (ii) the availability of appropriate and qualified
candidates and (iii) balancing the desire of having a small enough Board to facilitate deliberations with, at the
same time, having a large enough Board to have the diversity of backgrounds, professional experience and skills
so that the Board and its committees can effectively perform their responsibilities in overseeing the Company’s
businesses.
Criteria for Membership on the Board
While a significant amount of public attention has been focused on the need for directors to be
“independent,” independence is just one of the important factors that the Board and its Nominating and
Governance Committee take into consideration in selecting nominees for director. The Nominating and
Governance Committee and the Board of Directors apply the same criteria to all candidates, regardless of
whether the candidate is proposed by a stockholder or is identified through some other source.
Overall Composition. As a threshold matter, the Board of Directors believes it is important for the Board
as a whole to reflect an appropriate combination of skills, professional experience and diversity of backgrounds
in light of the Company’s current and future business needs.
Personal Qualities. Each director must possess certain personal qualities, including financial literacy and
a demonstrated reputation for integrity, judgment, business acumen, and high personal and professional ethics. In
addition, each director must be at least 21 years of age at the commencement of service as a director.
Commitment to the Company and its Stockholders. Each director must have the time and ability to make
a constructive contribution to the Board, as well as a clear commitment to fulfilling the director’s fiduciary duties
and serving the interests of all the Company’s stockholders.
Other Commitments. Each director must satisfy the requirements of antitrust laws that limit service as an
officer or director of a significant competitor of the Company. In addition, in order to ensure that directors have
sufficient time to devote to their responsibilities, the Board has determined that directors should generally serve
on no more than four other public company boards.
Additional Criteria for Incumbent Directors. During their terms, all incumbent directors on the
Company’s Board are expected to attend the meetings of the Board and committees on which they serve and the
annual meetings of stockholders; to stay informed about the Company and its business; to participate in
discussions; to comply with applicable Company policies; and to provide advice and counsel to the Company’s
management.
Additional Criteria for New Directors. As part of its annual assessment of the Board’s composition in
light of the Company’s current and expected business needs, the Nominating and Governance Committee has
identified additional criteria for new members of the Board. The following attributes may evolve over time
depending on changes in the Board and the Company’s business needs and environment, and may be changed
before the proxy statement for the 2016 annual meeting of stockholders is furnished to stockholders.
•Professional Experience. New candidates for the Board should have significant experience in areas
such as the following: (i) senior officer (e.g., president, chief executive officer or chief financial officer)
of a major corporation (or a comparable position in the government, academia or non-profit sector); or
(ii) a high-level position and expertise in one of the following areas—cable, telecommunications, media
and entertainment, marketing or consumer technology.
•Diversity. The Nominating and Governance Committee also believes it would be desirable for new
candidates for the Board to enhance the diversity of the Board (e.g., gender, ethnic and/or geographic).
3