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G & N Committee Charter
Charter of the Governance & Nominating Committee of the Board of Directors

PURPOSE

The Governance and Nominating Committee is appointed by the Board for the primary purposes of:

  1. identifying individuals to become members of the Board, consistent with the procedures and selection criteria approved by the Board;

  2. 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;

  3. recommending to the Board the director nominees for the next annual meeting of shareholders;

  4. recommending to the Board individuals to fill vacant Board positions;

  5. recommending to the Board committee appointments and chairpersons;

  6. periodically reviewing and recommending to the Board updates to the Company's Corporate Governance Guidelines and related Company policies;

  7. overseeing an annual evaluation of the Board and its committees.

COMPOSITION

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 Exchange.

MEETINGS

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.

RESPONSIBILITIES

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 desirable.

  • 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 committees.

  • 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.

      RESOURCES

      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 Committee.

      Revised and Approved: January 30, 2004

      Cincinnati Bell Inc.
      Candidates for Board of Directors
      Nomination and Approval Procedure

      1. 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."

      2. 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.

      3. Role of the Board of Directors

        1. 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.

        2. When a candidate is generally acceptable to the directors, his/her formal consideration and vote will take place at a Board meeting.

        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.
      Board of Directors
      Selection Criteria

      1. Established leadership reputation in his/her field

      2. Known for good business judgment

      3. Active in business

      4. Knowledge of business on a national/global basis

      5. Meets high ethical standards

      6. Familiar with the field of telecommunications services

      7. Commitment to regular board/committee meeting attendance

      8. Selection contributes to gender, racial and/or geographical diversity of board






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