Windstream 2013 Annual Report Download - page 19

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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.
Board Meetings. During 2013, there were thirteen 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 2013 Annual Meeting of Stockholders.
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 has designated Mr. Hinson to serve
as the Lead Director. During 2013, executive sessions of the independent directors 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 directors who the Board has determined are independent
under the applicable 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 seven meetings during 2013. 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 accountant’s 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 members of the Audit Committee are Mr. Frantz, as Chairman, Mses. Armitage and Jones and Mr.
Wells. The Windstream Board of Directors has determined that each of Messrs. Frantz and Wells and Ms. Jones is an
“audit committee financial expert,” as defined by the rules of the SEC.
Compensation Committee. The Compensation Committee held five meetings during 2013. 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 members of the Compensation Committee are Messrs. Beall, as Chairman, Foster, Montgomery and Wells. The
Compensation Committee has established a subcommittee (which we refer to as the 162(m) Subcommittee) and
delegated to that subcommittee authority to issue equity awards and to determine other qualified performance-
based compensation for our CEO, CFO and three other most highly compensated employees whose compensation
is required to be reported to our stockholders pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) in accordance with the requirements of Section 162(m) of the Internal Revenue Code of 1986,
as amended. The 162(m) Subcommittee is comprised of Messrs. Beall, Foster and Montgomery, who are “outside
directors” under IRS regulations.
Governance Committee. The Governance Committee held four meetings during 2013. The Governance
Committee is comprised of Ms. Armitage, as Chair, 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 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.
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