Windstream 2013 Annual Report Download - page 20

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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 at the address
provided below in “Stockholder Communications.” 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.
Compensation Committee Interlocks and Insider Participation. During 2013, the Compensation Committee
consisted of Messrs. Beall (Chairman), Foster, Montgomery and Wells. No member of the Compensation Committee
serving during 2013 had any relationship requiring disclosure under the section titled “Relationships and Certain
Transactions” in this Proxy Statement. During 2013, none of our executive officers served on the compensation
committee (or its equivalent) or board of directors of another entity whose executive officer served on either our
Compensation Committee or our Board of Directors.
Risk Oversight. Management of Windstream has the primary responsibility for managing the risks facing
the Company, subject to the oversight of the Board of Directors (“Board”). Each Committee assists the Board in
discharging its risk oversight role by performing the subject matter responsibilities outlined above in the description
of each Committee. The Board 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
supplements its ability to discharge its risk oversight role by receiving and reviewing a report on the results of an
annual risk assessment of Windstream as prepared by the Internal Audit Department. This report is used primarily to
assist Internal Audit in determining the nature and scope of its annual audit plan, subject to the review and approval
of the Audit Committee. Internal Audit prepares the risk assessment by conducting interviews and surveys with
Windstream’s management and other analysis to identify individual process level, Company-wide and industry risks.
A summary of the top risks identified by this assessment process is presented to the Audit Committee and the Board
at least annually.
The Board’s discharge of its risk oversight role has not specifically affected the Board’s leadership structure
discussed above. Rather, in establishing the current leadership structure of the Board of Directors, risk oversight was
one factor among many considered. The Board regularly reviews its leadership structure and evaluates whether it,
and the Board as a whole, is functioning effectively. If in the future the Board believes that a change in its leadership
structure is required to, or potentially could, improve the Board’s risk oversight role, it may make any change it
deems appropriate.
With respect to compensation matters, the Compensation Committee has assessed the risks that could arise from
its compensation policies for all employees, including employees who are not officers, and has concluded that such
policies are not reasonably likely to have a material adverse effect on Windstream. To the extent that Windstream’s
compensation programs create a potential misalignment of risk incentives, the Compensation Committee believes
that it has adequate compensating controls to mitigate against the potential impact of any such misalignment. These