Windstream 2014 Annual Report Download - page 18

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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.
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. 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
compensating controls include strong internal controls over financial reporting, robust stock ownership guidelines,
a clawback policy for senior executives, and a three-year vesting cycle for equity-based compensation. The result is
a strong alignment between the interests of management and stockholders.
Corporate Governance Documents. Windstream’s Corporate Governance Board Guidelines, its code of
ethics policy entitled “Working With Integrity,” and the charters for the Audit, Compensation and Governance
Committees are available on the Investor Relations page of our website at www.windstream.com/investors. Copies
of each of these documents are also available to stockholders who submit a request to Windstream Holdings, Inc.,
ATTN: Investor Relations, 4001 Rodney Parham Road, Little Rock, AR 72212.