Windstream 2008 Annual Report Download - page 12

BOARD AND BOARD COMMITTEE MATTERS
During 2008, there were ten meetings of Windstream’s Board. All of the directors attended 75% or more
of the meetings of the Windstream Board of Directors and Board Committees on which they served during the
periods in which they served. Directors are expected to attend each annual meeting of stockholders.
The Windstream Board of Directors has affirmatively determined that all of the nominees for director,
except Messrs. Francis X. Frantz and Jeffery R. Gardner, have no material relationship with Windstream and are
independent directors under the NYSE listing standards. Each director attended the 2008 Annual Meeting of
Stockholders. Each of the director nominees was elected at the 2008 Annual Meeting of Stockholders.
In accordance with the NYSE listing standards, the Board has adopted categorical standards for use in
determining whether any relationship between a director and Windstream is a material relationship that would
impair the director’s independence. Specifically, the Board has determined that one or more relationships
between a director and Windstream during the past three fiscal years will not constitute a material relationship
that would interfere with the director’s exercise of independent judgment if each such relationship falls within
one or more of the following categorical standards:
(1) The director, or one or more members of the director’s immediate family, purchased services or
products from Windstream in the ordinary course of business and on terms generally available to
employees or customers;
(2) The director, or one or more members of the director’s immediate family, was either a director of an
entity or owned five percent or less of an entity, or both, that has a business relationship with
Windstream, as long as the director or immediate family member was not an executive officer or
employee of such entity;
(3) The director or one or more members of the director’s immediate family was a director or trustee of
an entity that had a charitable relationship with Windstream and that made payments to, or received
from, Windstream in any fiscal year in an amount representing less than $500,000 for the year in
question;
(4) The director or a member of the director’s immediate family was a shareholder, executive officer or
employee of an entity that made payments to, or received payments from, Windstream in any year in
question that account for less than $1,000,000 or, if greater, two percent of the entity’s consolidated
gross revenues for the year in question.
The standing Committees of the Windstream Board of Directors are the Audit Committee, Compensation
Committee and the Governance Committee. Each of the Audit, Compensation, and Governance Committees has
a written charter and is comprised entirely of independent directors, as defined under the NYSE listing standards.
A brief description of the functions of the Audit, Compensation, and Governance Committees is set forth below.
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 five meetings during 2008. The Audit Committee assists the Windstream
Board of Directors in overseeing Windstream’s consolidated financial statements and financial reporting process,
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