Windstream 2011 Annual Report Download - page 16

The Governance Committee identifies individuals qualified to become members of the Windstream Board
of Directors and recommends director nominees to the Board for each annual meeting of stockholders. The
Governance Committee identifies candidates through various methods, including recommendation from
directors, management, and stockholders. The Governance Committee has the sole authority to retain and
terminate search firms to be used to identify director candidates and to approve the search firm’s fees and other
retention terms. The Governance Committee periodically reviews with the Chairman and the Chief Executive
Officer the appropriate skills and characteristics required of Board members in the context of the composition of
the Board and an assessment of the needs of the Board from time to time. The Governance Committee considers
applicable Board and Board committee independence requirements imposed by Windstream’s Corporate
Governance Board Guidelines, NASDAQ listing standards, and applicable law. The Governance Committee also
considers, on a case-by-case basis, the number of other boards and board committees on which a director
candidate serves. The Governance Committee seeks candidates who evidence personal characteristics of high
personal and professional integrity; intelligence and independent judgment; broad training and experience at the
policy-making level in business; strong interpersonal and communication skills; demonstrated ability to solve
problems and to build consensus among diverse viewpoints; a commitment to serve on the Board over a period of
several years to develop knowledge about Windstream, its strategy, and its principal operations; a willingness to
evaluate management performance objectively; and the absence of activities or interests that could conflict with
the director’s responsibilities to Windstream. The Governance Committee does not have a formal policy on
diversity with regard to consideration of director nominees, but the Governance Committee considers diversity in
its selection of nominees and seeks to have a board that reflects a diverse range of views, backgrounds and
experience.
The Governance Committee will consider director candidates recommended by stockholders. To qualify
for such consideration, stockholder recommendations must be submitted to the Governance Committee in
accordance with the substantive and procedural requirements set forth in Windstream’s Bylaws, as discussed
below under the caption “Other Matters.” The Governance Committee does not have a specific policy regarding
the consideration of stockholder recommendations for director candidates because the Committee intends to
evaluate stockholder recommendations in the same manner as it evaluates director candidates recommended by
other sources.
Management of Windstream has the primary responsibility for managing the risks facing Windstream,
subject to the oversight of the Board of Directors. Each Committee of the Board assists the Board of Directors to
discharge its risk oversight role by performing the subject matter responsibilities outlined above in the
description of each Committee. The Board of Directors retains full oversight responsibility for all subject matters
not assigned to Committees including risks presented by business strategy, competition, regulation, general
industry trends including the disruptive impact of technological change, capital structure and allocation, and
mergers and acquisitions. The Board of Directors supplements its ability to discharge its risk oversight role by
receiving a report on the results of an annual risk assessment of Windstream that is prepared by the Internal
Audit Department. This survey is used primarily to assist the Internal Audit Department to prepare the scope of
its annual audit plan, subject to the review and approval of the Audit Committee. Internal Audit prepares the risk
assessment by conducting risk assessment interviews and surveys with management across the Company to
identify individual process and Company-wide risks. An annual report on the top risks to Windstream identified
by this assessment process is presented to the Audit Committee and the full Board.
Windstream’s Corporate Governance Board Guidelines, its code of ethics policy entitled “Working With
Integrity”, and the charters for the Audit, Compensation and Governance Committees are available on the
Investor Relations page of the Windstream Corporation website at www.windstream.com/investors. Copies of
each of these documents are also available to stockholders who submit a request to Windstream Corporation,
ATTN: Investor Relations, 4001 Rodney Parham Road, Little Rock, AR 72212. Stockholders and other interested
parties may contact the Chairman of the Board or the non-management directors of the Windstream Board of
Directors by writing to Windstream Corporation, ATTN: Chairman of the Board or Non-Management Directors,
c/o Corporate Secretary, 4001 Rodney Parham Road, Little Rock, AR 72212.
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