Sprint - Nextel 2012 Annual Report Download - page 75

Table of Contents
Executive Sessions
Sprint's non
- management directors meet in regularly scheduled executive sessions without any management participation by officers or
employee directors. These executive sessions are currently held either before, after or otherwise in conjunction with the board
’ s regularly scheduled,
physically
- held meetings each year. Additional executive sessions can be scheduled at the request of the non - management directors.
The director who presides over the executive sessions of the board is its chairman, Mr. Hance. The committee chairperson chairs the
executive sessions of his or her committee. If that chairman or committee chairperson is not present, another independent director will be chosen by
the executive session to preside.
Audit Committee
Sprint has a separately
- designated standing Audit Committee established in accordance with the requirements of the Exchange Act. The
primary purpose of the Audit Committee is to assist our board in fulfilling its oversight responsibilities with respect to:
The Audit Committee also has sole authority for the appointment, retention, termination, compensation, evaluation and oversight of our
independent registered public accounting firm. The committee
’ s principal responsibilities in serving these functions are described in the Audit
Committee Charter, which is available at www.sprint.com/governance
.
The Chair of the Audit Committee is Mr. Glasscock. The other members are Messrs. Bennett, Hance and Ianna. Each of the members is
financially literate and able to devote sufficient time to serving on the Audit Committee. Our board has determined that each of the Audit Committee
members is an independent director under the independence requirements established by our board and the NYSE corporate governance standards.
Our board has also determined that Messrs. Bennett, Glasscock, Ianna, and Hance each possess the qualifications of an “audit committee financial
expert” as defined in the SEC rules.
Committee Charters
Our standing committees are our Audit Committee, Compensation Committee, Executive Committee, Finance Committee, and Nominating
and Corporate Governance Committee. Each of our standing committees has a charter that describes such committee
’ s primary functions. A current
copy of our Corporate Governance Guidelines and the charter for each standing committee of our board is available at www.sprint.com/governance or
by email at [email protected]. Our charters and our Corporate Governance Guidelines were adopted by our board and are annually
reviewed and revised as necessary.
Code of Ethics
Our code of ethics, The Sprint Nextel Code of Conduct, is available at www.sprint.com/governance or by email at
[email protected]. It describes the ethical and legal responsibilities of directors and employees of our company and our subsidiaries,
including senior financial officers and executive officers.
All of our directors and employees (including all senior financial officers and executive officers) are required to comply with The Sprint
Nextel Code of Conduct. In support of the ethics code, we have provided employees with a number of avenues for the reporting of potential ethics
violations or similar concerns or to seek
70
•
Mr. O'Neal has extensive senior management experience as both a chief executive officer and director, which provides the knowledge and
expertise necessary to contribute an important viewpoint on a wide variety of governance and operational issues.
•
the integrity of our financial statements and related disclosures, as well as related accounting and financial reporting processes;
•
our compliance with legal and regulatory requirements;
•
our independent registered public accounting firm ’ s qualifications, independence, audit and review scope, and performance;
•
the audit scope and performance of our internal audit function;
•
our ethics and compliance program; and
•
our enterprise risk management program.