Our six member Board of Directors includes five independent directors and one member of management (our CEO and President). Our directors are elected annually. Our Audit, Compensation and Nominating and Governance Committees are comprised solely of independent directors and our independent directors regularly meet in executive sessions.
Our Board of Directors is responsible for our over all management and direction and for establishing broad corporate policies. In addition, the Board and various committees of the Board regularly meet 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. On an annual basis, the Board reviews and approves succession plans prepared by our Chief Executive Officer. Our directors participate in director education programs on topics of current interest presented by our subject matter experts and advisors and attend accredited external director education programs. The Board of Directors have adopted Guidelines for Directors that provide them guidance as to their fiduciary duties and expected standards of conduct.
Our Board of Directors has adopted charters for our three standing committees that outline the roles, responsibilities and operations of the committees.
Committee Charters
Corporate Ethics
- tw telecom has adopted a Code of Ethics for tw telecom Directors and Employees and a more detailed Code of Conduct for our employees. Our Executive Vice President, General Counsel and Regulatory Policy serves as Compliance Officer. An Ethics and Integrity Council composed of the Compliance Officer and other senior officers oversees the investigation and disposition of matters reported to the Compliance Office.
- tw telecom has adopted an Audit Committee Complaint Procedure where employees can report concerns about accounting, audit matters or related ethical issues.
Governing Documents
The foundational governance documents are our:
- Restated Certificate of Incorporation
- Certificate of Amendment of Certificate of Incorporation
- Bylaws
Election of Directors
Our Nominating and Governance Committee identifies individuals qualified to become Board members and nominates director nominees to be considered for election by our stockholders or by election 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, and
- Ability to meet Nasdaq and other requirements with respect to independence and financial literacy.
Other qualifications that we consider include:
- Significant senior management or leadership experience,
- Industry experience,
- Strategic vision, and
- Diversity in perspective.
We also believe that it is important for the Board to operate in a cooperative and collegial atmosphere and the Committee will consider whether candidates will promote that value. In considering a candidate, the Nominating and Governance Committee will consider the current composition and expertise of the serving members and whether additional expertise relevant to the duties of a Board member that a candidate may possess would be beneficial. The Nominating and Governance Committee assembles relevant information regarding potential nominees and designates one or more members to interview candidates whom it believes meet the minimum qualifications. The Nominating and Governance Committee solicits recommendations for nominees from persons that the Committee believes are likely to be familiar with qualified candidates, including other Board members and members of our executive team. The Committee may also engage a search firm to identify qualified candidates.
Stockholder's 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 and those nominations are submitted in writing to our secretary not less than 70 days nor 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 us within the last three years and any relationships between the candidate and the 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 for the Nominating and Governance 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 of the candidate 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 using the same criteria it uses to evaluate candidates identified through other sources.
Communication with tw telecom’s Board of Directors
Security holders who wish to send a communication to the Board of Directors may send an e-mail 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.
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 e-mail 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.
