Windstream 2009 Annual Report Download - page 12

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 NASDAQ listing standards. Each of the director nominees was elected at the 2009
Annual Meeting of Stockholders.
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 partner, controlling 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 $200,000 or, if greater, five percent of the
entity’s consolidated gross revenues for the year in question.
Since the inception of Windstream, the positions of Chief Executive Officer and Chairman have been held
by separate individuals. The Board of Directors believes this board leadership structure improves the ability of
the Board of Directors to exercise its oversight role over management by having a director who is not an officer
or member of management to serve in the role of Chairman. Mr. Gardner has served as Windstream’s CEO from
2006 to the present, and Mr. Frantz served as Chairman of Windstream from 2006 to 2010. In 2010, in order to
enhance Windstream’s corporate governance profile, Mr. Frantz and the Board of Directors determined to select
a Chairman who is “independent”, as defined by applicable stock exchange rules. Although Mr. Frantz has not
been an officer or employee of Windstream for more than three years, he is not “independent” and, as currently
defined, would not qualify as “independent” prior to 2013, because of compensation arrangements implemented
in connection with his departure from Alltel and the 2006 spin-off of Windstream from Alltel Corporation.
Appointing an independent Chairman also simplifies Windstream’s corporate governance structure by allowing
the Chairman to convene executive sessions with independent directors and dispensing with the need for a
separate director to discharge the role of Lead Director.
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 NASDAQ 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 preside at executive sessions of independent
directors. The Windstream Board of Directors has designated Mr. Foster, Chairman of the Board, to serve as the
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