Windstream 2012 Annual Report Download - page 14

BOARD AND BOARD COMMITTEE MATTERS
Board Meetings. During 2012, 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 2012
Annual Meeting of Stockholders.
Independence. The Windstream Board of Directors has affirmatively determined that all of the nominees for
director, except Messrs. Jeffery R. Gardner and Alan L. Wells, have no material relationship with Windstream and are
independent directors under NASDAQ listing standards. Each of the director nominees was elected at the 2012 Annual
Meeting of Stockholders.
Categorical Standards. 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 payments from,
Windstream in any fiscal year in an amount representing less than $100,000 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 recipient’s consolidated gross
revenues for the year in question.
Leadership Structure. Since the inception of Windstream, the positions of Chief Executive Officer and Chairman
have been held by separate individuals. 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. Mr. Foster has served as Chairman of the Board since
February 2010, and as discussed above, Mr. Hinson has been appointed to succeed Mr. Foster as Chairman of the Board
effective May 1, 2013.
The Board of Directors believes its current 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, which ensures a significant role for independent directors in the leadership of Windstream. 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.
Executive Sessions. 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, or the Lead Director, selected from time to time by the independent directors shall preside at executive sessions of
independent directors. The Windstream Board of Directors designated Mr. Foster to serve as the Lead Director during his
tenure as Chairman, and Mr. Hinson will also succeed to this role of Lead Director when he becomes Chairman of the Board
in May 2013. During 2012, the executive sessions of the independent directors specified in the Board Guidelines generally
occurred at the end of each regular meeting of the Board.
Board Committees. 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.
Audit Committee. The Audit Committee held ten meetings during 2012. The Audit Committee assists the
Windstream Board of Directors in overseeing Windstream’s consolidated financial statements and financial reporting
8