|Charter of the Governance & Nominating
Committee of the Board of Directors
The Governance and Nominating Committee is appointed by the Board
for the primary purposes of:
- identifying individuals to become members of the Board,
consistent with the procedures and selection criteria approved by
- periodically reviewing the size and composition of the Board
and recommending to the Board when modifications to its size
and/or composition are necessary or desirable;
- recommending to the Board the director nominees for the next
annual meeting of shareholders;
- recommending to the Board individuals to fill vacant Board
- recommending to the Board committee appointments and
- periodically reviewing and recommending to the Board updates
to the Company's Corporate Governance Guidelines and related
- overseeing an annual evaluation of the Board and its
The Governance and Nominating Committee will consist of at least
three Directors, all of whom must be "independent" in accordance
with the applicable listing standards of the New York Stock
The Committee will meet at least four times annually and may meet
as frequently as circumstances warrant. In advance of each meeting,
an agenda and any other available relevant information will be
furnished to the members. In addition to the Committee members, each
meeting will usually be attended by the Chairman of the Board, the
CEO and the Corporate Secretary. The Committee may also request
other management representatives to attend meetings and help conduct
the business of the Committee.
To facilitate discussion and action by the Committee, it may meet
in executive session during each scheduled meeting and more
frequently as circumstances dictate.
In addition to other obligations that may be placed on it by law
or by any regulatory body, the Company's charter or bylaws or the
Board, the responsibilities of the Governance and Nominating
Committee will include:
- Governance. The Committee will periodically review the
Company's Corporate Governance Guidelines and related Company
policies and recommend updates as the Committee deems necessary or
- Selection of Board Committees' Membership and
Chairpersons. Annually, in advance of the Annual Meeting of
Shareholders, the Committee will develop recommendations for
membership and chairpersons for Board committees for ratification
by the full Board.
- Evaluation of the Board. The Committee will develop a
process for evaluating performance of the Board and its
- Director Nomination and Selection. The Committee will
oversee the Nomination and Approval Procedure for Director
candidates and shall recommend proposed candidates to the Board
for election at each annual meeting of shareholders as well as
candidates to fill vacant Board positions as such vacancies arises
from time to time.
- Independence of Board Members. The Committee will
consider and make appropriate recommendations to the full Board
when questions of independence and/or actual or potential
conflicts of interest arise with respect to existing Board members
or potential candidates for election to the Board.
- Reports and Recommendations. The Committee will report
its activities and recommendations to the Board.
- Annual Self-Evaluation. The Committee shall perform a
review and self-evaluation, at least annually, of the performance
of the Committee, including reviewing the compliance of the
Committee with this charter.
- Review of Charter. The Committee shall review the
adequacy of the Committee's charter annually and recommend to the
Board any necessary or desirable changes.
- Disclosure of Charter. The Committee shall publicly
disclose the charter and any amendments to the charter on the
Company's website and/or as otherwise required by the Securities
and Exchange Commission and the New York Stock Exchange.
The Committee will have administrative support from the Company
and will have access to such additional resources as may be
required by specific circumstances. The Committee shall have sole
authority to retain and terminate any search firm to be used to
identify director candidates and any other consultants to assist
it in the performance of its responsibilities. Such authority
shall include the sole authority to approve such firm's fees and
other retention terms. The Company will provide for appropriate
funding, as determined by the Committee, for the payment of
compensation to any search firm or other advisors employed by the
Revised and Approved: January 30, 2004
Cincinnati Bell Inc.
Board of Directors
Nomination and Approval
- Candidate Recommendations
Any qualified individual or group may propose a candidate for
the Board at any time. Such proposals should be directed to the
Chairman or the Corporate Secretary. Qualified proposers
include, but are not limited to, shareholders, incumbent
directors and members of top management. A nomination from an
independent shareholder must be submitted in accordance with the
procedure described in the Proxy Statement under "Shareholder
Proposals for Next Year's Annual Meeting."
- Role of the Governance and Nominating Committee
Background information on proposed candidates is to be
forwarded to the Governance and Nominating Committee. That
Committee will, when an opening for a director occurs, review
material on prospective candidates. A candidate selected from
that review will be interviewed by all members of the Committee,
unless such interview is voluntarily waived by a member or
members. If approved by the Committee, the candidate will be
recommended to the full Board for consideration.
- Role of the Board of Directors
- Background information on a recommended candidate will be
provided to each member of the Board. After a suitable
interval, the Governance and Nominating Committee Chairman
will call each director to get his/her response to the
committee's recommendation. Concerns and questions may be
referred back to the Governance and Nominating Committee.
- When a candidate is generally acceptable to the directors,
his/her formal consideration and vote will take place at a
NOTE: Any commitment by an incumbent director or
proposer to a candidate relative to Board membership is wholly
contingent upon vote of the full Board.
Cincinnati Bell Inc.
- Established leadership reputation in his/her field
- Known for good business judgment
- Active in business
- Knowledge of business on a national/global basis
- Meets high ethical standards
- Familiar with the field of telecommunications services
- Commitment to regular board/committee meeting attendance
- Selection contributes to gender, racial and/or geographical
diversity of board