Sprint - Nextel 2012 Annual Report Download - page 108

Table of Contents
Certain Relationships and Related Transactions
Our board has adopted a written policy regarding the review and approval or ratification of transactions involving our company and our
directors, nominees for directors, executive officers, immediate family members of these individuals, and shareholders owning five percent or more of
our outstanding voting stock, each of whom is referred to as a related party. Our policy covers any transaction, arrangement or relationship where a
related party has a direct or indirect material interest and the amount involved exceeds $120,000, except for approved compensation
- related
arrangements. Our corporate governance and legal staff are primarily responsible for the development and implementation of processes and
procedures to obtain information from our directors and executive officers with respect to transactions between related parties.
We have a related party transaction committee comprised of members of management that reviews transactions between related parties to
determine, based on the facts and circumstances, the potential amount involved and whether a related party has a direct or indirect material interest in
the transaction. If the transaction is covered under our policy, the related party transaction committee then makes a recommendation to the Nominating
Committee of our board regarding the appropriateness of the transaction. The Nominating Committee approves or ratifies the transaction only if it
determines the transaction is in the best interests of the Company and our shareholders. In 2012, the related party transaction described below was
brought before and ratified by the Nominating Committee.
Certain Employment Relationships
Danny L. Bowman, who was an executive officer of Sprint in 2012, has a brother
- in - law who is employed by a subsidiary of Sprint as a
business account manager and in 2012 earned approximately $260,000, including commissions, which is commensurate with his level of experience and
other employees having similar responsibilities.
Independence of Directors
Our board has adopted a definition of director independence that meets the listing standards of the NYSE. Our Corporate Governance
Guidelines require that at least two
- thirds of our board be independent. A director will not be independent unless our board, considering all relevant
circumstances, determines that the director does not have a material relationship with us, including any of our consolidated subsidiaries.
Our outside directors are directors who are not our employees. In determining the independence of the outside directors, our board
considered whether our outside directors, their immediate family members, and the companies by which they are employed as an executive officer (if
applicable) have any relationships with our company that would prevent them from meeting the independence standards of the NYSE. In performing
its review, our board considered the responses provided by the outside directors in their director questionnaires and determined that the following
directors have no material relationship with our company and are independent using the definition described above: Mrs. Hill and Messrs. Bennett,
Bethune, Glasscock, Hance, Ianna, Nilsson, Nuti and O'Neal.
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Item 13.
Certain Relationships and Related Transactions, and Director Independence