Board Leadership and Committee Structure

The Board of Directors has three standing committees: the Audit and Finance Committee, the Compensation and Human Development Committee, and the Nominating and Governance Committee. Each committee is composed entirely of independent Directors.

CHAIRMAN OF THE BOARD

The Chairman of the Board of Directors is Jeffrey L. Bewkes. As Chairman, Mr. Bewkes has responsibility for overseeing Board-related matters, in consultation with the Lead Independent Director; and presiding at the annual meeting of stockholders.

LEAD INDEPENDENT DIRECTOR

In May 2013, the independent Directors of the Board appointed Stephen F. Bollenbach as Lead Independent Director. Under the company's Corporate Governance Policy, the Lead Independent Director shall (i) preside at meetings of the Board at which the Chairman is not present, (ii) have the authority to call meetings of independent directors; (iii) preside at executive sessions of the Board and serve as liaison between the Chairman and the other Directors (unless the matter under consideration is within the jurisdiction of one of the Board’s committees); (iv) have the authority to approve the agenda (including time allocated to items) and information for Board meetings; (v) advise the Chairman of the Board with respect to consultants who may report directly to the Board; (vi) serve as interim Chairman of the Board in the event of the death or incapacitation of the Chairman; and (vii) be available, as appropriate, for communication with the company's stockholders. A full description of the Lead Independent Director's responsibilities is set forth in the Corporate Governance Policy.

BOARD LEADERSHIP STRUCTURE

One of the important responsibilities of the Time Warner Board of Directors is to determine the appropriate leadership structure for the Board, which will help to ensure the effective, independent oversight of management on behalf of the company's stockholders. In January 2009, the Board approved a Policy on Determining the Leadership Structure of the Board of Directors, setting forth the processes and criteria for the Board to use in determining the appropriate leadership structure for the Board. To view the full Policy, click here:

Policy on Determining the Leadership Structure of the Board of Directors

In January 2014, the Board determined that the current structure, with one individual serving as Lead Independent Director, and another serving as the company's Chairman and CEO, is effective and appropriate. To read a report on the Board's decision regarding the current leadership structure, please click here:

Report on Determination of Current Board Leadership Structure

BOARD AND COMMITTEE STRUCTURE AND MEMBERSHIP

The Board of Directors has three standing committees: the Audit and Finance Committee, the Compensation and Human Development Committee, and the Nominating and Governance Committee. Each committee is composed entirely of independent Directors.