CenturyLink 2015 Annual Report Download - page 23

Independence
Based on the information made available to it, the Board of Directors has affirmatively determined that each
of our non-management directors qualifies as an independent director under the standards referred to above under
“— Governance Guidelines.” In making these determinations, the Board, with assistance from counsel, evaluated
responses to a questionnaire completed by each director regarding relationships and possible conflicts of interest.
In its review of director independence, the Board considered all known commercial, banking, consulting, legal,
accounting, charitable, familial or other relationships any director may have with us.
Some of our directors are employed by or affiliated with companies with which we do business in the
ordinary course, either as a service provider, a customer or both. As required under the NYSE listing standards
and our corporate governance guidelines, our Board examined the amounts spent by us with those companies and
by those companies with us. In all cases the amounts spent under these transactions fell well below the
materiality thresholds established in the NYSE listing standards and in our corporate governance guidelines.
Consequently, our Board concluded that the amounts spent under these transactions did not create a material
relationship with us that would interfere with the exercise of independent judgment by any of these directors.
Committees of the Board
During 2015, the Board of Directors held 10 meetings.
During 2015, the Board’s Audit Committee held eight meetings. The Audit Committee is currently
composed of three independent directors, all of whom the Board has determined to be audit committee financial
experts, as defined under the federal securities laws. The Audit Committee’s functions are described further
below under “Audit Committee Report.”
The Board’s Compensation Committee met eight times during 2015. The Compensation Committee is
currently composed of four independent directors, all of whom qualify as “non-employee directors” under Rule
16b-3 promulgated under the Securities Exchange Act of 1934 and as “outside directors” under Section 162(m)
of the Internal Revenue Code. The Compensation Committee is described further below under “Compensation
Discussion and Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation — Our
Compensation Decision-Making Process — Role of Compensation Committee.”
The Board’s Nominating and Corporate Governance Committee (which we refer to below as the
“Nominating Committee”) is currently composed of five independent directors. It met nine times during 2015.
The Nominating Committee is responsible for, among other things, (i) recommending to the Board nominees to
serve as directors and officers, (ii) monitoring the composition and size of the Board and its committees,
(iii) periodically reassessing our corporate governance guidelines described above, (iv) leading the Board in its
annual review of the Board’s performance, (v) reviewing shareholder proposals and making recommendations to
the Board regarding how to respond, (vi) conducting an intensive annual review of the performance of our Chief
Executive Officer, including interviewing each of our other senior officers, and (vii) reporting to the Board on
succession planning for executive officers and appointing an interim CEO if the Board does not make such an
appointment within 72 hours of the CEO dying or becoming disabled. For information on the director nomination
process, see “— Director Nomination Process” below.
The Board also maintains a Risk Evaluation Committee, which met five times during 2015. This Committee
is described further below under the heading “— Risk Oversight.”
Each of the committees listed above is composed solely of independent directors under the standards
referred to above under “— Governance Guidelines.”
12