Cincinnati Bell 2006 Annual Report Download - page 21

Compensation Committee: The Compensation Committee consists of five persons, none of whom is an
officer. The Compensation Committee held five meetings during 2006. The Compensation Committee is
responsible for, among other things, ensuring that directors and certain key executives are effectively and
competitively compensated in terms of base compensation and short- and long-term incentive compensation and
benefits. In addition, the Compensation Committee evaluates the performance of the Chief Executive Officer and
reviews with management the succession planning process for key executive positions. The Compensation
Committee Charter provides a more detailed description of the responsibilities and duties of the Compensation
Committee. For information on how to obtain a copy of the Compensation Committee Charter, please see
page 65.
In performing its duties, the Compensation Committee meets at least three times each calendar year. The
Compensation Committee also meets separately with the Company’s Chief Executive Officer and other corporate
officers, as it deems appropriate, to establish and review the performance criteria and compensation of the
Company’s executive officers. An agenda for each meeting is provided in advance to the members of the
Compensation Committee.
The Board determined that each member of the Compensation Committee satisfies the independence
requirements of the rules and listing standards of the NYSE.
Governance and Nominating Committee: The Governance and Nominating Committee currently consists of
six persons, none of whom is an officer. Prior to his resignation in November 2006, Mr. Redfield also served on
this committee. The Governance and Nominating Committee held five meetings during 2006. The Governance
and Nominating Committee, among other things, identifies individuals to become members of the Board,
periodically reviews the size and composition of the Board, evaluates performance of Board members, makes
recommendations regarding the determination of a director’s independence, recommends committee
appointments and chairpersons to the Board, periodically reviews and recommends to the Board updates to the
Company’s Corporate Governance Guidelines and related Company policies and oversees an annual evaluation
of the Board and its committees. The Governance and Nominating Committee Charter provides a more detailed
description of the responsibilities and duties of the Governance and Nominating Committee. For information on
how to obtain a copy of the Governance and Nominating Committee Charter, please see page 65.
In performing its duties, the Governance and Nominating Committee meets at least four times each calendar
year. The Chairman of the Board, the Chief Executive Officer and the Secretary of the Company typically attend
the meetings of the Governance and Nominating Committee. An agenda for each such meeting is provided in
advance to the members of the Governance and Nominating Committee.
The Board determined that each member of the Governance and Nominating Committee satisfies the
independence requirements of the rules and listing standards of the NYSE.
Executive Committee: The Executive Committee consists of five persons, one of whom is the President and
Chief Executive Officer of the Company. The Committee held one meeting during 2006. The Executive
Committee acts on behalf of the Board in certain matters when necessary during the intervals between Board
meetings.
Director Nominations
The Governance and Nominating Committee will consider director candidates recommended by
shareholders. The Governance and Nominating Committee did not receive, and therefore did not consider, any
recommendations for director candidates for the 2007 Annual Meeting by any shareholder who beneficially
owned greater than 5% of the Company’s outstanding Common Shares.
The Governance and Nominating Committee uses the following process to identify and evaluate director
nominee candidates. Any qualified individual or group, including shareholders, incumbent directors and
members of top management, may at any time propose a candidate to serve on the Board. Background
information on proposed candidates is forwarded to the Governance and Nominating Committee. The
Governance and Nominating Committee reviews forwarded materials relating to prospective candidates in the
event of a director vacancy. A candidate selected from the review is interviewed by each member of the
Governance and Nominating Committee, unless the member waives the interview requirement. If approved by
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Proxy Statement