Windstream 2012 Annual Report Download - page 48

BOARD OF DIRECTORS' STATEMENT
IN OPPOSITION TO THE STOCKHOLDER PROPOSAL
Windstream shares the proponents’ interest in transparency and accountability regarding corporate spending on
political activities. In 2012, the Board of Directors adopted a disclosure policy that compares favorably with practices of the
largest publicly traded companies and that is stronger than other major telecommunications providers. This policy was
expanded in 2013 to provide additional disclosure about the company’s involvement in trade associations. To the extent our
policy differs from the version submitted by the proponents, it is in the level of detail, the format and the frequency of
reporting. Windstream urges interested parties to review the following policy, as well as specific disclosure detail, all of
which is posted on the Investor Relations portion of Windstream’s website (windstream.com/politics-transparency):
Windstream’s Board of Directors oversees corporate political spending. At least annually,
Windstream will brief its Governance Committee on the company’s corporate political activity, including
the spending of treasury funds and funds from the Windstream Corporation political action committees.
Further, prior to funding any independent expenditure, Windstream shall obtain the approval of its
Governance Committee.
Windstream is committed to transparency in its political activities. The company complies with
federal and state regulatory reporting requirements, including required filings made with the Federal
Election Commission (FEC) and analogous state entities. This information is supplemented by voluntary
disclosures on Windstream’s Investor Relations website, thus offering shareholders and the public a
comprehensive view of Windstream’s political activity.
Windstream has not funded independent expenditures and does not plan to fund independent
expenditures as part of its political program. Consistent with its commitment to transparency, Windstream
will be fully transparent if it funds independent expenditures in the future.
Windstream also provides transparency on its major trade associations memberships. We will
post on our website the name of all trade associations receiving more than $50,000 a year in Windstream
membership dues. In addition, for major trade associations that are not primarily engaged in
telecommunications regulatory matters, Windstream will provide the annual payment amount for the
preceding year.
Windstream is active in the governance of its major trade associations and encourages them to
provide transparency for their political campaign contributions and to decline to make independent
expenditures. Windstream will not, however, condition membership in a group or association based on the
group or association’s policy on reporting independent expenditures.
By adopting its 2012 policy on corporate political spending and expanding its breadth in 2013, the Board of
Directors affirmed that Windstream is committed to transparency and will be a leader in this space. The policy, coupled with
the public website disclosures, have created a convenient mechanism for shareholders and the public to directly access
Windstream’s official political spending records, as well as the governance framework that controls our corporate political
spending activities. Through changes adopted this year, Windstream is going farther than many companies in disclosing
trade association memberships.
The remaining difference in our policy and the proponents’ is the level of detail, format and frequency of reporting
on political spending. For example, the proposal would require us to disclose membership dues paid to all trade associations
without regard to the amount of the dues or the nature of activities conducted by the association. As noted above, we have
amended our policy to provide transparency on our major trade association memberships. The company has four such
memberships, listed on our Investor Relations website. Each is focused on telecommunications regulatory matters that are
material and unique to our industry, such as inter-carrier compensation, universal service funding, and interconnection
obligations between carriers. We believe our amended policy provides shareholders with sufficient information to confirm
that our trade association memberships relate to ordinary course-of-business activities that do not raise the governance
concerns suggested by this proposal.
For these reasons, Windstream believes that it has substantially achieved the goals of disclosure, transparency, and
risk management and that any further actions suggested by this proposal are unnecessary.
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