Windstream 2010 Annual Report Download - page 14

BOARD AND BOARD COMMITTEE MATTERS
During 2010, 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. Each director
attended the 2010 Annual Meeting of Stockholders except for Mr. Wells who was not a nominee for election or a
member of the Board at the date of the 2010 Annual Meeting of Stockholders.
The Windstream Board of Directors has affirmatively determined that all of the nominees for director,
except Messrs. Francis X. Frantz, Jeffery R. Gardner and Alan L. Wells, have no material relationship with
Windstream and are independent directors under NASDAQ listing standards. With the exception of Mr. Wells,
each of the director nominees was elected at the 2010 Annual Meeting of Stockholders. Mr. Wells was the Chief
Executive Officer of Iowa Telecom and was appointed as a non-executive director of Windstream at the time of
the closing of Windstream’s acquisition of Iowa Telecom in June 2010.
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 chose 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. Having 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.
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