Windstream 2014 Annual Report Download - page 17

| 13
Board Committees. The standing committees of the Windstream Board of Directors are the Audit Committee,
Compensation Committee and 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 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 four meetings during 2014. 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 Messrs. Frantz, as Chair, and Stoltz and Mses. Armitage and
Jones. Until August 6, 2014, Mr. Wells served as a member of the Audit Committee. As previously announced,
Mr. Frantz will serve as chairman of the Board of Directors of Communications Sales & Leasing, Inc., a Maryland
corporation and wholly-owned subsidiary of Windstream (“CS&L”), following Windstream’s proposed spin-off of
CS&L as an independent, publicly-traded real estate investment trust. If the spin-off is consummated and Mr. Frantz
joins the CS&L Board of Directors, Mr. Frantz will not stand for re-election at the Annual Meeting, and Mr. Stoltz
will assume the role of chair of the Audit Committee. The Windstream Board of Directors has determined that each
of Mr. Frantz, Ms. Jones and Mr. Stoltz is an “audit committee financial expert,” as defined by the rules of the SEC.
Compensation Committee. The Compensation Committee held seven meetings during 2014. 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 “Compensation Discussion and Analysis.” The members of the
Compensation Committee are Messrs. Beall, as Chair, LaPerch, and Montgomery. Mr. Dennis Foster served as
a member of the Compensation Committee during 2014 and 2015, until his resignation from the Board effective
February 1, 2015. Mr. Wells served as a member until August 6, 2014.
Compensation Committee Interlocks and Insider Participation. As stated above, during 2014 the Compensation
Committee consisted of Messrs. Beall, Foster, Montgomery and Wells (through August 6, 2014). Mr. LaPerch began
serving on the Compensation Committee effective September 2014. No member of the Compensation Committee
serving during 2014 had any relationship requiring disclosure under the section titled “Relationships and Certain
Related Transactions” in this Proxy Statement. During 2014, 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.
Governance Committee. The Governance Committee held three meetings during 2014. As part of the director
nomination and screening process, the Governance Committee also had several discussions to review and screen
potential candidates to join the Board, resulting in the addition of two new directors, Messrs. LaPerch and Stoltz,
to the Board in 2014. The Governance Committee is comprised of Ms. Armitage, as the current Chair, Ms. Jones,
Mr. LaPerch and Mr. Montgomery. Ms. Jones will become chairperson of the Governance Committee in May
2015. 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
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