Windstream 2011 Annual Report Download - page 15

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 four years, he is not “independent” and, as
currently defined, would not qualify as “independent” prior to August 2012 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.
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
Lead Director to preside at the executive sessions until his successor is appointed. During 2011, the executive
sessions of the independent directors specified in the Board Guidelines generally occurred at the end of each
regular meeting of the Board.
The Audit Committee held four meetings during 2011. 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 members of the Audit Committee are Mr. Hinson and Mses. Armitage and Jones, and the
Windstream Board of Directors has determined that each of Mr. Hinson and Ms. Jones is an “audit committee
financial expert,” as defined by the rules of the SEC.
The Compensation Committee held three meetings during 2011. 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 two meetings during 2011. The Governance Committee included all
independent directors of Windstream. Since February 2012, the Governance Committee has been comprised of
Ms. Armitage, as Chair, and Ms. Jones and Mr. Montgomery. The Governance Committee oversees
Windstream’s director nomination and screening process, succession planning for the Chief Executive Officer
position, the annual self-evaluation of the Board and each Board Committee, compliance with Windstream’s
related party transaction policy and stock ownership guidelines, and oversees spending on political activities by
Windstream. On an annual basis, the Governance Committee reviews and assesses Windstream’s Corporate
Governance Board Guidelines and recommends any proposed changes to the Board of Directors for approval.
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