Cincinnati Bell 2006 Annual Report Download - page 20

In addition, based on these standards, the Board determined that John F. Cassidy is not independent because
he is the President and Chief Executive Officer of the Company.
Executive Sessions of Non-Management Directors
The non-management directors of the Company meet in executive session without management present at
each regularly scheduled meeting of the Board. Mr. Cox presides at the meeting of the non-management
directors.
Committees of the Board
The following table sets forth the membership of the committees of the Board for 2006:
Name of Director
Audit and
Finance Compensation
Governance and
Nominating Executive
Non-Employee Directors (a)
Bruce L. Byrnes .................................. * *(Chair) *
Phillip R. Cox .................................... * * * *(Chair)
Robert W. Mahoney ............................... * *
Daniel J. Meyer .................................. *(Chair) * *
Michael G. Morris ................................ *(Chair) * *
David B. Sharrock ................................ *
Alex Shumate .................................... *
John M. Zrno .................................... * *
Employee Director
John F. Cassidy .................................. *
Former Director (a)
Carl Redfield .................................... *(b) *(b)
(a) All Non-Employee Directors and Mr. Redfield were determined by the Board to be independent directors.
(b) Mr. Redfield served on the designated committees until his resignation in November 2006.
Audit and Finance Committee: The Audit and Finance Committee consists of four persons, none of whom
is an officer of the Company. Prior to his resignation in November 2006, Mr. Redfield also served on this
committee. The Audit and Finance Committee held nine meetings during 2006. The purpose of the Audit and
Finance Committee is, among other things, to assist the Board of Directors in its oversight of (i) the integrity of
the financial statements of the Company, (ii) the Company’s compliance with legal and regulatory requirements,
(iii) the independence and qualifications of the independent auditor, and (iv) the performance of the Company’s
internal audit function and independent auditors. To this end, the Audit and Finance Committee meets in
executive session with its own members, and may also meet separately with the Independent Accountants, the
Company’s internal auditors, General Counsel or members of management. The Audit and Finance Committee
Charter provides a more detailed description of the responsibilities and duties of the Audit and Finance
Committee. For information on how to obtain a copy of the Audit and Finance Committee Charter, please see
page 65.
In performing its duties, the Audit and Finance Committee meets as often as necessary and at least once
each calendar quarter with members of management, the Company’s internal audit staff and the Independent
Accountants. An agenda for each such meeting is provided in advance to the members of the Audit and Finance
Committee.
The Board determined that each member of the Audit and Finance Committee satisfies the independence
requirements of the rules and regulations of the SEC and the independence and other requirements of the rules
and listing standards of the NYSE. No member of the Audit and Finance Committee serves on the audit
committees of more than three public companies. In addition, the Board determined that Daniel J. Meyer, Robert
W. Mahoney and John M. Zrno are audit committee financial experts as defined in the regulations of the SEC
and that each member of the Audit and Finance Committee is financially literate as defined by the rules and
listing standards of the NYSE.
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