Cincinnati Bell 2009 Annual Report Download - page 24
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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 by any shareholder for the 2010 Annual Meeting.
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 senior 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
the Governance and Nominating Committee, the candidate will be recommended to the full Board for
consideration. The Governance and Nominating Committee evaluates shareholder-recommended candidates in
the same manner as it evaluates all other candidates.
All nominees to the Board should possess the following attributes:
•Established leadership reputation in his/her field;
•Known for good business judgment;
•Active in business;
•Knowledge of business on a national/global basis;
•Meets high ethical standards; and
•Commitment to regular board/committee meeting attendance.
In addition, the Board will consider the following factors:
•The nominee’s familiarity with the field of telecommunications; and
•Whether the nominee would contribute to the gender, racial and/or geographical diversity of the Board.
While the Company has not adopted a formal process or policy for making sure that diversity exists on the
Board, the selection criteria used by the Governance and Nominating Committee when considering director
nominees, as noted above, includes as a factor whether a nominee would contribute to the gender, racial and/or
geographical diversity of the Board.
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