CenturyLink 2015 Annual Report Download - page 31

• reviewed with management the scope and effectiveness of our disclosure controls and procedures;
• met quarterly in separate executive sessions, including private sessions with the Company’s
independent auditors, internal auditors and top executives;
• received a report with regard to any hiring of former employees of KPMG; and
• as discussed in greater detail under “Corporate Governance – Risk Oversight,” coordinated with the
Risk Evaluation Committee to oversee the Company’s risk management function, especially with
respect to the financial, tax and accounting risks.
KPMG also provided to the Committee the written disclosures required by the applicable requirements of
the Public Company Accounting Oversight Board regarding the independent auditor’s communications with
audit committees concerning independence. The Committee discussed with KPMG that firm’s independence, and
considered the effects that the provision of non-audit services may have on KPMG’s independence.
Based on and in reliance upon the reviews and discussions referred to above, and subject to the limitations
on the role and responsibilities of the Committee referred to in its charter, the Committee recommended that the
Board of Directors include the audited consolidated financial statements in our Annual Report on Form 10-K for
the year ended December 31, 2015.
In addition to the Company’s corporate compliance program and hotline, the Audit Committee has
established procedures for the receipt and evaluation, on a confidential basis, of any complaints or concerns
regarding our accounting, auditing, financial reporting or related matters. To report such matters, please send
written correspondence to Audit Committee Chair, c/o Post Office Box 4364, Monroe, Louisiana 71211.
If you would like additional information on the responsibilities of the Audit Committee, please refer to its
charter, which you can obtain in the manner described above under “Corporate Governance – Access to
Information.”
Submitted by the Audit Committee of the Board of Directors.*
W. Bruce Hanks (Chair) Peter C. Brown Michael J. Roberts
* Following the submission of this report, Martha H. Bejar replaced Michael J. Roberts on the Audit Committee.
PROPOSAL TO APPROVE AN AMENDMENT TO OUR 2011
EQUITY INCENTIVE PLAN
(Item 3 on Proxy or Voting Instruction Card)
Since its approval by our shareholders in 2011, the CenturyLink 2011 Equity Incentive Plan (the “Plan”) has
been a principal component of our compensation program and the sole source of annual equity-based awards for
our directors, officers, and other key employees.
Our Board, on the recommendation of its Compensation Committee (the “Committee”), is submitting this
proposal regarding the Plan (the “Plan Proposal”) to shareholders for approval at the meeting. As described in
greater detail below, shareholder approval of this Plan Proposal will serve two purposes:
• to constitute shareholder reapproval of the material terms of the performance goals of the Plan, as
required every five years by Section 162(m) of the Internal Revenue Code (the “Code”) in order to
preserve our ability to take a federal income tax deduction for certain compensation granted or paid
under the Plan; and
20