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corporate governance

Strong corporate governance facilitates effective management and monitoring of
tw telecom and helps ensure that we fulfill our responsibilities to our stakeholders—including investors, customers, employees, and the community.

Board of Directors

Our six member Board of Directors includes five independent directors and one member of management (our Chairman and CEO). tw telecom’s directors are elected annually. Members of the Board’s three committees (Audit, Compensation, and Nominating and Governance) include only independent directors who also meet regularly in executive sessions. tw telecom’s Board of Directors is responsible for the company’s overall management and direction and for establishing broad corporate policies. In addition, the Board and its committees meet regularly to receive and discuss operating, strategic, and financial reports presented by senior management as well as reports by experts and other advisors. Corporate review sessions are also offered to directors to help familiarize them with our business, technology, and operations, as well as risk, risk mitigation, and investment opportunities.

Annually, the Board reviews and approves succession plans prepared by the Chief Executive Officer. The directors participate in education programs on topics of current interest presented by our subject matter experts and advisors and attend accredited external director education programs. 

Guidelines for Directors

The Board of Directors has adopted guidelines that define their fiduciary duties and expected standards of conduct.

Corporate Governance Guidelines

The Board of Directors has also adopted corporate governance guidelines that reflect the Board’s current governance practices and the Board’s commitment to ensuring its effectiveness. 

Committee Charters

The Board of Directors has adopted charters for the three standing committees that outline the roles, responsibilities, and operations of the committees.

Election of Directors

The Nominating and Governance Committee of the Board identifies qualified potential Board members and nominates directors to be considered for election by our stockholders or in special elections by the Board to fill vacancies or newly created directorships.

Qualifications. The Nominating and Governance Committee believes that all persons nominated to serve on our Board should possess the following minimum qualifications:

  • The highest personal and professional ethics and integrity.
  • Sound business judgment.
  • The absence of conflicts of interests that would impair the individual’s ability to exercise independent judgment and otherwise discharge his or her fiduciary obligations.
  • Sufficient time to devote to their responsibilities as a Board member.
  • Requisite knowledge, skills, and experience to understand our business.
  • Ability to meet NASDAQ and other requirements with respect to independence and financial literacy.
  • Other qualifications that they consider include:
    • Significant senior management or leadership experience.
    • Industry experience.
    • Strategic vision.
    • Diversity in perspective.

tw telecom believes it is important for the Board to operate in a cooperative, collegial atmosphere that facilitates open and candid discussion, so the Committee also will consider whether candidates will promote that value. In considering a candidate, the Nominating and Governance Committee will take into account the current composition and expertise of the serving members and consider whether the candidate’s additional expertise would be beneficial.

The Nominating and Governance Committee compiles relevant information regarding potential nominees and designates one or more Board members to interview candidates who it believes meet the minimum qualifications. The Committee solicits recommendations for nominees from within the company and from outside parties who are likely to be familiar with qualified candidates. The Committee may also engage a search firm to identify qualified candidates.

Stockholders’ Nominations

The Nominating and Governance Committee will consider nominees for directors recommended by stockholders if there is or is anticipated to be a vacancy on the Board. Those nominations must be submitted in writing to our secretary not less than 70 days or more than 120 days prior to the anniversary date of the immediately preceding annual meeting, as required by our bylaws. A stockholder recommendation must include detailed contact information, biographical information, relevant qualifications for Board membership, information regarding any relationships between the candidate and tw telecom within the last three years, information about any relationships between the candidate and the nominating stockholder, and a written indication of the candidate’s willingness to serve.

The candidate must be willing to be interviewed by the Nominating and Governance Committee and to supply all additional information required by the Committee to determine whether the candidate is qualified. The Committee will only consider recommendations of nominees who satisfy the minimum qualifications prescribed by the Committee for Board candidates, including the ability to represent the interests of all stockholders and not serve for the purpose of advancing the interests of any particular stockholder group or other constituency. The Nominating and Governance Committee evaluates stockholder-recommended candidates with the same criteria used to evaluate candidates identified through other sources.

Director Resignation Policy

tw telecom by-laws provide that directors are elected by a plurality of the votes cast at a meeting of stockholders. To underscore the significance of our stockholders’ voice in the election of directors, we have supplemented these by-laws with our director resignation policy.

Stock Ownership Guidelines

To promote further alignment of our directors’ and named executive officers’ interests with those of our stockholders, the tw telecom Board of Directors adopted stock ownership guidelines for our directors and executive officers.

Communicate with the Board of Directors

Security holders who wish to send a communication to the Board of Directors may send an email to boardofdirectors@twtelecom.com. If you wish to address your communication to a particular board member, please do so in the text of your message. All security holder communications that are sent to this mailbox are reviewed by our Director, Internal Audit, who forwards to board members all communications that are appropriately directed to the board. This mailbox should not be used for reporting concerns about the Company’s accounting, internal accounting controls or auditing matters. Employees who wish to raise complaints or concerns about these matters may use the anonymous email form found on the Company’s intranet under “Audit Committee Complaint Procedures” and employees and others may call the Company’s Compliance Office at 303.542.4125 or provide details in writing to the Audit Committee at 10475 Park Meadows Drive, Littleton, CO  80124.

Governing Documents

tw telecom's foundational governance documents are:

Corporate Ethics

tw telecom has adopted a Code of Ethics for Directors and Employees and a more detailed Code of Conduct for our employees.  Our Senior Vice President and General Counsel serves as Chief Compliance Officer.  An Ethics and Integrity Council composed of the Chief Compliance Officer and other senior officers oversees the investigation and disposition of matters reported to the Compliance Office.

Additionally, tw telecom has adopted a complaint procedure whereby employees can report concerns about accounting, audit matters or related ethical issues.