US Cellular 2008 Annual Report Download - page 18

Group except for his services as a director and member of Board committees of U.S. Cellular. None of
such persons has any relationship or arrangement with the TDS Consolidated Group other than in his
capacity as a director of U.S. Cellular. Each of such persons qualifies as independent under each of the
categorical standards in Section 303A.02(b) of the NYSE Listed Company Manual. Each of such persons
qualifies as independent under Section 10A-3 because none of such persons receives any compensatory
fee from any member of the TDS Consolidated Group and is not an ‘‘affiliated person’’ with respect to
any member of the TDS Consolidated Group. None of such persons is an ‘‘immediate family member’’
(as defined by Section 303A.02(b)) of any person who is not independent under Section 303A.02 of the
NYSE Listed Company Manual. The only relationship and/or fee arrangement which such persons have
with the TDS Consolidated Group are as directors and members of Board committees of U.S. Cellular. In
2007, U.S. Cellular purchased $276,986 and TDS purchased an additional $4,636 in products and
services from CDW Corporation. Mr. Harczak was an officer and employee of CDW at the time. This
interest was not considered to be a direct or indirect material interest to Mr. Harczak at the time. In any
event, Mr. Harczak no longer is an officer or employee of CDW.
In addition, Ronald E. Daly would qualify as an independent director under the listing standards of
the NYSE. As a result, four of the nine directors, or 44% of the directors, have been determined to qualify
or would qualify as independent under the listing standards of the NYSE.
Pursuant to Section 303A.12(a) of the NYSE Listed Company Manual, U.S. Cellular’s CEO certified to
the NYSE that he was not aware of any violation by the company of NYSE corporate governance listing
standards, without qualification, at the time that U.S. Cellular first listed shares on the NYSE on
September 15, 2008. U.S. Cellular’s CEO is required to provide a similar certification to the NYSE on an
annual basis within 30 days after each annual meeting. U.S. Cellular expects that its CEO will file a
similar certification without qualification with the NYSE within 30 days after the 2009 annual meeting.
Meetings of Board of Directors
Our board of directors held five meetings during 2008. Each incumbent director attended at least
75 percent of the total number of meetings of the board of directors (held during 2008 at which time
such person was a director) and at least 75 percent of the total number of meetings held by each
committee of the board on which such person served (during the periods of 2008 that such person
served).
Corporate Governance Guidelines
Under NYSE listing standards, U.S. Cellular is required to adopt and disclose corporate governance
guidelines that address certain specified matters. U.S. Cellular has adopted Corporate Governance
Guidelines that address (i) Board structure, (ii) director qualification standards, (iii) director
responsibilities, orientation and continuing education, (iv) director compensation, (v) Board resources
and access to management and independent advisors, (vi) annual performance evaluation of the Board,
(vii) Board committees, (viii) management succession and (ix) periodic review of the guidelines. A copy
of such guidelines are available on U.S. Cellular’s web site, www.uscellular.com, under About Us—
Investor Relations—Corporate Governance—Corporate Governance Guidelines, and is available in print
to any shareholder who requests it.
Audit Committee
The primary function of the Audit Committee is to (a) assist the Board of Directors of U.S. Cellular in
its oversight of (1) the integrity of U.S. Cellular’s financial statements, (2) U.S. Cellular’s compliance with
legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and
(4) the performance of U.S. Cellular’s internal audit function and independent auditors; (b) prepare an
audit committee report as required by the rules of the SEC to be included in U.S. Cellular’s annual proxy
statement and (c) perform such other functions as set forth in the U.S. Cellular Audit Committee charter,
which shall be deemed to include the duties and responsibilities set forth in Section 10A-3. A copy of
U.S. Cellular’s Audit Committee charter is available on U.S. Cellular’s web site, www.uscellular.com,
under About Us—Investor Relations—Corporate Governance—Audit Comm. Charter, and is available in
print to any shareholder who requests it.
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