Cincinnati Bell 2009 Annual Report Download - page 23

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
Registered Public Accounting Firm. 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 Ms. Wentworth is an
audit committee financial expert 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.
Compensation Committee: The Compensation Committee currently consists of five persons, none of whom
is an executive officer. Prior to his retirement in May 2009, Mr. Meyer served as a member on this committee.
The Compensation Committee held six meetings during 2009. 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 55.
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
five persons, none of whom is an executive officer. The Governance and Nominating Committee held four
meetings during 2009. 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 the
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 55.
In performing its duties, the Governance and Nominating Committee meets at least four times each calendar
year. 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. Prior to his retirement in May 2009, Mr. Meyer served on this
committee. The Committee held no meetings during 2009. The Executive Committee acts on behalf of the Board
in certain matters, when necessary, between Board meetings.
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Proxy Statement