Cincinnati Bell 2012 Annual Report Download - page 20

Executive Sessions of Non-Employee Directors
The non-employee directors of the Company meet in executive session without management present at each
regularly scheduled meeting of the Board. Mr. Cox presides at the meetings of the non-employee directors.
Committees of the Board
The following table sets forth the membership of the committees of the Board for 2012:
Name of Director
Audit and
Finance Compensation
Governance and
Nominating Executive
Non-Employee Directors (a)
Bruce L. Byrnes ................................... *(Chair) *
Phillip R. Cox ..................................... * * * *(Chair)
Jakki L. Haussler ................................... * *
Craig F. Maier ..................................... * *
Alan R. Schriber ................................... *
Alex Shumate (c) .................................. * *
Lynn A. Wentworth ................................ *(Chair) * *
John M. Zrno ...................................... * *(Chair) *
Employee Directors
John F. Cassidy (b) ................................. *
Gary J. Wojtaszek (c) ...............................
(a) All non-employee directors were determined by the Board to be independent directors.
(b) Effective January 31, 2013, Mr. Cassidy retired from his position as Chief Executive Officer and was
appointed Vice Chairman of the Board.
(c) Messrs. Shumate and Wojtaszek resigned from the Board effective January 23, 2013.
Audit and Finance Committee: The Audit and Finance Committee currently consists of five persons, none
of whom is an executive officer of the Company. The Audit and Finance Committee held five meetings during
2012. The purpose of the Audit and Finance Committee is, among other things, to assist the Board 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 Registered Public
Accounting Firm, (iv) the Company’s risk assessment and risk management policies, and (v) the performance of
the Company’s internal audit function and Independent Registered Public Accounting Firm. To this end, the
Audit and Finance Committee meets in executive session with its own members and may also meet separately
with the Independent Registered Public Accounting Firm, 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 58.
While the Board has ultimate responsibility for risk oversight, it delegates many of these functions to the
Audit and Finance Committee. The Audit and Finance Committee receives regular updates on the Company’s
existing and emerging risks from the Vice President of Internal Audit. The updates are based upon interviews
with senior management of the Company as well as other key employees. The updates include risk rankings and
a general description of risk mitigation activities pertaining to each item. The Audit and Finance Committee
provides periodic updates to the full Board on risk oversight matters.
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
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