Windstream 2008 Annual Report Download - page 40

SUPPORTING STATEMENT
The wave of corporate scandals at such companies as Enron, WorldCom and Tyco resulted in renewed
emphasis on the importance of independent directors. For example, both the NYSE and the NASDAQ have
adopted new rules that would require corporations that wish to be traded on them to have a majority of
independent directors.
Unfortunately, having a majority of independent directors alone is clearly not enough to prevent the type of
scandals that have afflicted Enron, WorldCom and Tyco. All of these corporations had a majority of independent
directors on their boards when the scandals occurred.
All of these corporations also had a Chairman of the Board who was also an insider, usually the Chief
Executive Officer (“CEO”), or a former CEO, or some other officer. We believe that no matter how many
independent directors there are on a Board, that board is less likely to protect shareholder interests by providing
independent oversight of the officers if the Chairman of that board is also the CEO, former CEO or some other
officer or insider of the company.
We also believe that it is worth noting that many of the companies that were embroiled in the financial
turmoil stemming from the recent crisis in the subprime mortgage market (Bank of America, Bear Stearns,
Citigroup, Countrywide, Lehman Brothers, Merrill Lynch, Morgan Stanley, Wachovia and Washington Mutual)
did not have an independent Chairman of the Board of Directors.
We respectfully urge the board of our Company to change its corporate governance structure by having an
independent director serve as its Chairman.
BOARD OF DIRECTORS’ STATEMENT
IN OPPOSITION TO THE STOCKHOLDER PROPOSAL
The Board of Directors unanimously recommends a vote “AGAINST” the Stockholder Proposal for the
following reasons:
The Board believes that it is in the best interests of stockholders for the Board to have the flexibility to
determine the best person to serve as Board chairman, whether or not that person is an independent director.
Currently, the Board selects the Board chairman annually based upon the recommendation of the Governance
Committee, which is comprised solely of independent directors. Although the Board may choose to select an
independent Board chairman if appropriate in the future, it believes that implementing the proposal would
deprive the Board of its ability to organize its functions and conduct its business in the most efficient and
effective manner. In addition, Windstream already has in place a corporate governance structure that provides
substantial independent oversight of the CEO and senior management.
Our Board annually selects the position of Chairman and has selected a separate Chairman from the position
of CEO since the inception of Windstream in 2006. We also have an independent and active Lead Director who
serves as Chair of the Governance Committee, presides over regular executive sessions of the independent
directors that generally occur at the end of each regular Board meeting, and oversees the self-evaluation that we
conduct annually to assess the effectiveness of the Board and its Committees.
Windstream also has a substantial majority of independent directors, with only Messrs. Gardner and Frantz
not qualifying as independent. With 7 of 9 directors qualifying as independent, we exceed the NYSE listing
requirement for a majority of independent directors. Furthermore, all of the Committees of the Board are
comprised solely of independent directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE
STOCKHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
VOTED AGAINST THE STOCKHOLDER PROPOSAL UNLESS STOCKHOLDERS SPECIFY A
CONTRARY VOTE.
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