Windstream 2015 Annual Report Download - page 16

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Committee, see “Compensation Discussion and Analysis.” The current members of the Compensation Committee are
Messrs. Beall, as Chair, LaPerch, Montgomery and Wells. Upon their election at the Annual Meeting, the members
of the Compensation Committee will be Mr. LaPerch, as Chair, Ms. Armitage and Mr. Beall.
• Compensation Committee Interlocks and Insider Participation. During 2015, no member of the
Compensation Committee had any relationship requiring disclosure under the section titled “Relationships
and Certain Related Transactions” in this Proxy Statement. During 2015, 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 five meetings during 2015. As part of the director
nomination and screening process discussed below, the Governance Committee also had several informal sessions
and discussions to review and screen potential candidates to join the Board, resulting in the addition of two new
directors to the Board, Ms. Diefenderfer and Mr. Laque. The Governance Committee is comprised of Mses. Jones,
as Chair, and Armitage, and Messrs. LaPerch and Montgomery. Ms. Jones will continue to serve as chair through the
date of the regular Committee meeting in May 2016. Upon their election at the Annual Meeting, the members of the
Governance Committee will be Mr. Wells, as Chair, Ms. Diefenderfer, and Messrs. Beall and LaPerch.
• 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 for approval.
• The Governance Committee identifies individuals qualified to become members of the Board 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 independence requirements
imposed by Windstream’s Corporate Governance Board Guidelines, NASDAQ listing standards, and
applicable law. The Governance Committee also considers, case-by-case, 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 considers diversity in its selection of director nominees and
seeks to have a board that reflects a diverse range of views, backgrounds and experience and in light of
its thorough consideration has not adopted a formal diversity policy.