Windstream 2007 Annual Report Download - page 12

The Windstream Corporate Governance Board Guidelines specify that the independent directors of the
Board must meet at regularly scheduled executive sessions without management and that an independent director
selected from time to time by the independent directors shall act as the Lead Director to preside at executive
sessions of independent directors. The Windstream Board of Directors has designated Dennis Foster to serve as
Lead Director to preside at the executive sessions until his successor is appointed. The executive sessions of the
independent directors specified in the Board Guidelines generally occur at the end of each regular meeting of the
Board.
The Audit Committee held six meetings during 2007. The Audit Committee assists the Windstream Board
of Directors in overseeing Windstream’s consolidated financial statements and financial reporting process,
disclosure controls and procedures and systems of internal accounting and financial controls, independent
auditors’ engagement, performance, independence and qualifications, internal audit function, and legal and
regulatory compliance and ethics programs as established by Windstream management and the Board of
Directors. The Audit Committee has been established by the Windstream Board of Directors for the purpose of
overseeing the accounting and financial reporting processes of Windstream and the audits of the consolidated
financial statements of Windstream as contemplated by Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended. The Windstream Board of Directors has determined that each of Messrs. Hinson and Reed
and Ms. Jones is an “audit committee financial expert,” as defined by the rules of the Securities and Exchange
Commission (“SEC”).
The Compensation Committee held five meetings during 2007. The Compensation Committee assists the
Windstream Board of Directors in fulfilling its oversight responsibility related to the compensation programs,
plans, and awards for Windstream’s directors and principal officers. For more information regarding the
Compensation Committee, see “Management Compensation — Compensation Discussion and Analysis”.
The Governance Committee held four meetings during 2007. The Governance Committee identifies
individuals qualified to become members of the Windstream Board of Directors and recommends director
nominees to the Board for each annual meeting of stockholders. The Governance Committee identifies
candidates through various methods, including recommendation from directors, management, and stockholders.
The Governance Committee has the sole authority to retain and terminate search firms to be used to identify
director candidates and to approve the search firm’s fees and other retention terms. The Committee recommends
director nominees to the Board for approval. The Governance Committee periodically reviews with the Chairman
and the Chief Executive Officer the appropriate skills and characteristics required of Board members in the
context of the composition of the Board and an assessment of the needs of the Board from time to time. The
Governance Committee considers applicable Board and Board committee independence requirements imposed
by Windstream’s Corporate Governance Board Guidelines, the NYSE listing standards, and applicable law. The
Governance Committee also considers, on a case-by-case basis, the number of other boards and board
committees on which a director candidate serves. The Governance Committee seeks candidates who evidence
personal characteristics of high personal and professional integrity; intelligence and independent judgment; broad
training and experience at the policy-making level in business; a commitment to serve on the Board over a period
of several years to develop knowledge about Windstream, its strategy, and its principal operations; a willingness
to evaluate management performance objectively; and the absence of activities or interests that could conflict
with the director’s responsibilities to Windstream. The Governance Committee will consider director candidates
recommended by stockholders. To qualify for such consideration, stockholder recommendations must be
submitted to the Governance Committee in accordance with the substantive and procedural requirements set forth
in Windstream’s Bylaws, as discussed below under the caption “Other Matters.” The Governance Committee
does not have a specific policy regarding the consideration of stockholder recommendations for director
candidates because the Committee intends to evaluate stockholder recommendations in the same manner as it
evaluates director candidates recommended by other sources.
Each of the director nominees except for Ms. Armitage was elected at the 2007 Annual Meeting of
Stockholders. The Board of Windstream appointed Ms. Armitage to serve as a director upon the recommendation
of the Governance Committee. Ms. Armitage was initially identified as a director candidate by Mr. Gardner.
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