Windstream 2015 Annual Report Download - page 17

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• Director Candidate Search. In November 2015, the Governance Committee engaged SpencerStuart to
assist in identifying and evaluating potential director nominees. Based upon direction from the Governance
Committee, SpencerStuart identified several potential candidates, including Ms. Diefenderfer and Mr.
Laque. Final candidates were interviewed by the Chairman of the Board, the Chair of the Governance
Committee, members of the Governance Committee, and our President & CEO. At the conclusion of the
process, the Governance Committee recommended the appointment of Ms. Diefenderfer and Mr. Laque,
and, on February 9, 2016, the Board appointed them as directors and nominated them for election at the
Annual Meeting. Ms. Diefenderfer and Mr. Laque are well-suited to serve on Windstream’s Board and
satisfy the qualifications outlined above.
○ Ms. Diefenderfer has over 28 years of technical and operational leadership experience in the
telecommunications industry, with over 10 years in executive leadership roles at Verizon
Communications, Inc. Furthermore, she is an independent director of two public companies,
MRV Communications, Inc. (NASDAQ: MRVC), where she serves on the Compensation and
Nominating and Governance Committees, and Westell Technologies, Inc. (NASDAQ: WSTL). She
holds board positions with Federated Wireless, Inc., and Vasona Networks, Inc.; and serves as a
member of the Network Advisory Council for Accenture, a global consulting company. She founded
courageNpurpose, LLC in 2014 to advise Boards and CEOs regarding strategic initiatives designed
to drive operational and business efficiency.
○ Mr. Laque possesses more than 14 years of communications and operational leadership experience
at Discovery Communications, Inc. (NASDAQ: DISCA). He currently serves as EVP—Global
Real Estate and Facilities, previously served as EVP and Co-CIO and Co-Head of Enterprise
Operational Services for five years, and served in leadership roles in the IT organization for eight
years. Prior to joining Discovery, Mr. Laque held various leadership positions in network planning
and implementation, operations and customer service at MCI/Worldcom and MCI Communications
from 1982 to 2002.
The Governance Committee will consider director candidates recommended by stockholders via means
separate from a proxy-access director candidate. To qualify for 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 all director candidates based on the candidate’s independence, qualifications, and experience.
Risk Oversight. Management of Windstream has the primary responsibility for managing the risks facing the
Company, subject to the oversight of the 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, 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.