CenturyLink 2015 Annual Report Download - page 21

CORPORATE GOVERNANCE
Governance Guidelines
Our Board has adopted corporate governance guidelines, which it reviews at least annually. For information
on how you can obtain a complete copy of our guidelines, see “— Access to Information” below.
Among other things, our corporate governance guidelines provide as follows:
Director Qualifications
• The Board of Directors will have a majority of independent directors. The Nominating and Corporate
Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite
skills and characteristics of new Board members as well as the composition of the Board as a whole.
• The Board expects directors who change the job or responsibility they held when they were elected to
the Board to volunteer to resign from the Board.
• On the terms and subject to the conditions specified in our bylaws, directors will be elected by a
majority vote of the shareholders and any incumbent director failing to receive a majority of votes cast
must promptly tender his or her resignation to the Board.
• No director may serve on more than two other unaffiliated public company boards, unless this
prohibition is waived by the Board.
• No director may be appointed or nominated to a new term if he or she would be age 75 or older at the
time of the election or appointment.
• Annually, the Board will determine affirmatively which of our directors are independent for purposes
of complying with our corporate governance guidelines and the listing standards of the New York
Stock Exchange, or NYSE. A director will not be independent for these purposes unless the Board
affirmatively determines that the director does not, either directly or indirectly through the director’s
affiliates or associates, have a material commercial, banking, consulting, legal, accounting, charitable,
familial or other relationship with the Company or its affiliates, other than as a director.
Director Responsibilities
• The Board periodically reviews our long-term strategic plans and holds strategic planning sessions.
• Directors are required to hold confidential all non-public information obtained due to their directorship
position absent the express permission of the Board to disclose such information.
• Unless otherwise determined by the Board, when a management director retires or ceases to be an
active employee for any other reason, that director will be considered to have resigned concurrently
from the Board.
Chairman; Lead Outside Director
• The Board elects a Chairman from among its members. The Chairman may be a director who also has
executive responsibilities, including the CEO (an executive chair), or may be one of the Company’s
independent directors (a non-executive chair). The Board believes it is in the best interests of the
Company for the Board to remain flexible with respect to whether to elect an executive chair or a non-
executive chair so that the Board may provide for succession planning and respond effectively to
changes in circumstances.
• The non-management directors meet in executive session at least quarterly. The lead outside director
elected by the independent directors may call additional meetings of the non-management directors at
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