CenturyLink 2015 Annual Report Download - page 26

In the past, the Nominating Committee has considered director candidates identified by national search
firms hired by the Committee, or recommended by Nominating Committee members, other directors, senior
management or shareholders. In connection with our 2009 and 2011 merger with Embarq and 2011 merger with
Qwest, we added to our Board several directors who previously served as directors of those companies, four of
whom continue to serve.
In 2015, the Nominating Committee initiated efforts to identify nominees to replace incumbent directors no
longer eligible to serve past May 2016 due to our director retirement policy. The Committee retained a national
search firm and canvassed other board members for suggestions. As a result of its search, the Committee
recommended appointing Mary L. Landrieu and Martha H. Bejar to the Board. The Board approved these
recommendations and appointed Ms. Landrieu and Ms. Bejar to the Board, effective November 2015 and January
2016, respectively. The Committee also recommended granting our Chairman, William A. Owens, an additional
one-year waiver from our director retirement policy, in part to provide continuity during the on-boarding of our
new directors. In January 2016, the Board, acting upon the Committee’s recommendation, approved each of our
incumbent directors to stand for election at the meeting, other than Richard A. Gephardt and C.G. Melville, Jr.,
both of whom were ineligible to be re-nominated under our director retirement policy, and Joseph R. Zimmel.
Mr. Zimmel resigned from the Board effective January 19, 2016.
Under our corporate governance guidelines, the Nominating Committee assesses director candidates based
on their independence, diversity, character, skills and experience in the context of the needs of the Board.
Although the guidelines permit the Nominating Committee to adopt additional selection guidelines or criteria, it
has chosen not to do so. Instead, the Nominating Committee annually assesses skills and characteristics then
required by the Board based on its membership and needs at the time of the assessment. In evaluating the needs
of the Board, the Nominating Committee considers the qualifications of incumbent directors and consults with
other members of the Board and senior management. In addition, the Nominating Committee seeks candidates
committed to representing the interests of all shareholders and not any particular constituency. The Nominating
Committee believes this flexible approach enables it to respond to changes caused by director vacancies and
industry developments.
In connection with assessing the needs of the Board, the Nominating Committee has sought individuals who
possess skill and experience in a diverse range of fields. The Nominating Committee also has sought a mix of
individuals from inside and outside of the communications industry. The table above listing biographical data
about our directors includes a listing of the key qualifications, experiences and skills that the Nominating
Committee and Board reviewed in connection with nominating or re-nominating them for service on the Board.
In light of our current business and operations, we believe the following skills and experience are particularly
important:
• senior leadership experience
• industry or technical expertise
• financial, accounting or capital markets expertise
• public company board experience
• business combination or investment banking experience
• brand marketing expertise
• government, labor or human resources expertise
• international business experience
• legal expertise.
In connection with determining the current composition of the Board, the Nominating Committee has
assessed the diverse range of skills and experience of our directors outlined above, coupled with the judgment
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