Charter 2005 Annual Report Download - page 85

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
John H. Tory, 51, has been a director of Charter since December a Special Committee for matters related to the CC VIII put
2001. Mr. Tory served as the Chief Executive Officer of Rogers dispute.
Cable Inc., Canada’s largest broadband cable operator, from The Audit Committee, which has a written charter
1999 until 2003. From 1995 to 1999, Mr. Tory was President approved by the board, consists of Nathaniel Davis, John Tory
and Chief Executive Officer of Rogers Media Inc., a broadcast- and David Merritt, all of whom are believed to be independent
ing and publishing company. Prior to joining Rogers, Mr. Tory in accordance with the applicable corporate governance listing
was a Managing Partner and member of the executive commit- standards of the NASDAQ National Market. Charter’s board of
tee at Tory Tory DesLauriers & Binnington, one of Canada’s directors has determined that, in its judgment, David Merritt is
largest law firms. Mr. Tory serves on the board of directors of an audit committee financial expert within the meaning of the
Rogers Telecommunications Limited and Cara Operations Lim- applicable federal regulations.
ited and is Chairman of Cara Operations’ Audit Committee. Mr. Charles Lillis resigned from Charter’s board of direc-
Mr. Tory was educated at University of Toronto Schools, tors, effective March 28, 2005, and prior to that time, Mr. Lillis
Trinity College (University of Toronto) and Osgoode Hall Law was one of three independent members of the Audit Commit-
School. Effective September 18, 2004, Mr. Tory was elected tee. On August 23, 2005, Nathaniel Davis, who was deemed
Leader of the Ontario Progressive Conservative Party. On independent by the board of directors in accordance with the
March 17, 2005, he was elected a Member of the Provincial applicable corporate governance listing standards of the NAS-
Parliament and on March 29, 2005, became the Leader of Her DAQ National Market, was elected to the Audit Committee.
Majesty’s Loyal Opposition. On June 29, 2005, Mr. Tory On June 29, 2005, Mr. Tory formally notified Charter that
formally notified Charter that he intends to resign from the he intends to resign from its board of directors and the board
board of directors. The date for his departure has not yet been committees on which he serves. The date for Mr. Tory’s
determined, but he has indicated that he will continue to serve departure has not yet been determined, but he has indicated
on Charter’s board, as well as the audit committee, at least until that he will continue to serve on Charter’s board and its
a replacement director is named. committees at least until a replacement director is named.
Larry W. Wangberg, 63, has been a director of Charter since DIRECTOR COMPENSATION
January 2002. Since July 2002, Mr. Wangberg has been an Each non-employee member of the board receives an annual
independent business consultant. From August 1997 to May retainer of $40,000 in cash plus restricted stock, vesting one year
2004, Mr. Wangberg was a director of TechTV L.L.C., a cable after the date of grant, with a value on the date of grant of
television network controlled by Paul Allen. He also served as $50,000. In addition, the Audit Committee chair receives
its Chairman and Chief Executive Officer from August 1997 $25,000 per year, and the chair of each other committee
through July 2002. In May 2004, TechTV L.L.C. was sold to an receives $10,000 per year. Prior to February 22, 2005, all
unrelated party. Prior to joining TechTV L.L.C., Mr. Wangberg committee members also received $1,000 for attendance at each
was Chairman and Chief Executive Officer of StarSight Telecast committee meeting. Beginning on February 22, 2005 each
Inc., an interactive navigation and program guide company director also received $1,000 for telephonic attendance at each
which later merged with Gemstar International, from 1994 to meeting of the full board and $2,000 for in-person attendance.
1997. Mr. Wangberg was Chairman and Chief Executive Officer Each director of Charter is entitled to reimbursement for costs
of Times Mirror Cable Television and Senior Vice President of incurred in connection with attendance at board and committee
its corporate parent, Times Mirror Co., from 1983 to 1994. He meetings. Vulcan has informed us that, in accordance with its
currently serves on the boards of Autodesk Inc. and ADC internal policy, Mr. Conn turns over to Vulcan all cash
Telecommunications, Inc. Mr. Wangberg holds a B.S. degree in compensation he receives for his participation on Charter’s
mechanical engineering and a M.S. degree in industrial engineer- board of directors or committees thereof.
ing, both from the University of Minnesota. Directors who were employees did not receive additional
compensation in 2004 or 2005. Messrs. Vogel and Smit, who
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS were our President and Chief Executive Officer in 2005, were
Charter’s board of directors meets regularly throughout the year the only directors who were also employees during 2005.
on a set schedule. The board may also hold special meetings Mr. May, who was our Interim President and Chief Executive
and act by written consent from time to time if necessary. Officer from January 2005 until August 2005, was not an
Meetings of the independent members of the board occur on employee. However, he received fees and a bonus pursuant to
the same day as regularly scheduled meetings of the full board. an agreement. See ‘‘Employment Arrangements.’’
Management is not present at these meetings. Our Bylaws provide that all directors are entitled to
The board of directors delegates authority to act with indemnification to the maximum extent permitted by law from
respect to certain matters to board committees whose members and against any claims, damages, liabilities, losses, costs or
are appointed by the board. As of December 31, 2005 the expenses incurred in connection with or arising out of the
following were the committees of Charter’s board of directors: performance by them of their duties for us or our subsidiaries.
Audit Committee, Financing Committee, Compensation Com-
mittee, Executive Committee, Strategic Planning Committee, and
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