CenturyLink 2015 Annual Report Download - page 27

that each has exhibited and the knowledge of our operations that each has acquired in connection with their
service on the Board. Although it does not have a formal diversity policy, the Nominating Committee believes
that our directors possess a diverse range of backgrounds, perspectives, skills and experiences.
Although we do not have a history of receiving director nominations from shareholders, the Nominating
Committee envisions that it would evaluate any such candidate on the same terms as other proposed nominees,
but would place a substantial premium on retaining incumbent directors who are familiar with our management,
operations, business, industry, strategies and competitive position, and who have previously demonstrated a
proven ability to provide valuable contributions to the Board and CenturyLink.
Compensation Setting Process
The Compensation Committee hires consulting firms to assist it in setting executive and director
compensation. In June 2015, the Committee retained Meridian Compensation Partners, LLC, following a
nationwide search to replace Hay Group, which advised the Committee for the previous five years. For additional
information on the processes used by the Committee to set executive compensation, see “Compensation
Discussion and Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation.”
Risk Oversight
Our Board oversees our Company’s risk management function, which is a coordinated effort among our
business units, our senior leadership, our risk management personnel and our internal auditors. Our directors
typically discharge their risk oversight responsibilities by having management provide periodic briefing and
information sessions. In some cases, including major new acquisitions, capital expenditures or strategic
investments, the full Board participates in risk oversight. In most cases involving recurring systemic risk, a Board
committee is primarily responsible for risk oversight. For many years, our Board has maintained a Risk
Evaluation Committee, which is responsible for assisting management to identify, monitor, and manage recurring
risks to our business, properties and employees. The Risk Evaluation Committee regularly monitors our
litigation, cybersecurity initiatives, enterprise risk assessments, network operations, systems integration
initiatives, insurance coverages and the status of our labor relations, and is also responsible for overseeing our
ethics and compliance program. The Board’s other committees are responsible for overseeing specific risks,
particularly the Audit Committee with respect to financial, tax and accounting risks and the Compensation
Committee with respect to compensation risks. For a discussion of the Compensation Committee’s risk analysis,
see “Compensation Discussion and Analysis — Our Policies, Processes and Guidelines Related to Executive
Compensation — Our Compensation Decision-Making Process — Risk Assessment.” The Board regularly
receives reports from each of these committees, and periodically receives enterprise risk assessment reports from
management.
Top Leadership Positions and Structure
Admiral William A. Owens serves as our non-executive Chairman and lead outside director. As explained
further on our website, you may contact Adm. Owens by writing a letter to the Chairman and Lead Outside
Director, c/o Post Office Box 5061, Monroe, Louisiana 71211, or by sending an email to
[email protected]. As indicated above, the non-management directors meet in executive session at
least quarterly.
Adm. Owens was appointed as our Chairman and lead outside director in 2009, in connection with our
acquisition of Embarq. Prior to then, Adm. Owens served as chairman of Embarq, and, prior to that, as the chief
executive of a communications equipment provider and a satellite company.
The Board believes that the separation of the Chairman and CEO positions has functioned effectively over
the past several years. Separating these positions has allowed our CEO to have primary responsibility for the
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