CenturyLink 2015 Annual Report Download - page 22

any time. At all times during which the Chairman is a non-executive chair, all of the functions and
responsibilities of the lead outside director shall be performed by the non-executive chair.
CEO Evaluation and Management Succession
• The Nominating and Corporate Governance Committee conducts an annual review of the CEO’s
performance and provides a report of its findings to the Board.
• The Nominating and Corporate Governance Committee reports periodically to the Board on succession
planning.
Recoupment of Compensation
• If the Board or any committee of the Board determines that any bonus, incentive payment, commission,
equity award or other compensation awarded to or received by an executive officer was based on any
financial or operating result that was impacted by the executive officer’s knowing or intentional
fraudulent or illegal conduct, we may recover from the executive officer the compensation the Board or
any committee of the Board considers appropriate under the circumstances.
Stock Ownership Guidelines
• We require our executive officers to beneficially own CenturyLink stock equal in market value to
specified multiples of their annual base salary. All executive officers have three years from the date
they first become subject to a particular ownership level to attain that target.
• We require our outside directors to beneficially own CenturyLink stock equal in market value to five
times their annual cash retainer. Outside directors have five years from their election or appointment
date to attain that target.
• For any year during which an executive or director does not meet his or her ownership target, the
executive or director is expected to hold a specified percentage of the CenturyLink stock that the
executive or director acquires through our equity compensation programs, excluding shares sold to pay
taxes associated with the acquisition thereof.
• The Compensation Committee administers the guidelines, and may modify their terms and grant
hardship exceptions in its discretion.
• See “Compensation Discussion and Analysis — Our Policies, Processes and Guidelines Related to
Executive Compensation — Stock Ownership Guidelines” for information on the executive ownership
multiples and the holding percentages currently in effect.
Standards of Business Conduct and Ethics
• All of our directors, officers and employees are required to abide by our long-standing ethics and
compliance policies and programs, which include standards of business conduct.
• Any waiver of our policies, principles or guidelines relating to business conduct or ethics for executive
officers or directors may be made only by the Board or one of its duly authorized committees.
Other
• Directors have full access to our officers and employees.
• Like most other NYSE-listed companies, (i) all of the Board’s standing committees are comprised
solely of independent directors, (ii) we provide orientation for new directors, (iii) we maintain a
continuing education program for our directors, and (iv) the Board and each committee conducts
annual self-reviews.
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