Lead independent director (or presiding director)
Duties and responsibilities of the lead independent director (or presiding director)
- Serving as a liaison between the independent directors and the chairman and chief executive officer
- Calling for meetings of the independent directors
- Participating in board committee meetings, as appropriate
- Presiding at all meetings of the independent directors and any board meeting when the chairman and chief executive officer is not present, including executive sessions of the independent directors
- Providing feedback from executive session of the independent directors to the chairman and chief executive officer and other senior management
- Being available for consultation and direct communication with major shareholders
- Responding directly to shareholder and stakeholder questions, as appropriate
- Leading the board’s evaluation of the chairman and chief executive officer and succession planning
- Serving a key role in board’s annual self-assessment
- Reviewing and approving meeting agendas and ensuring there is sufficient time to discuss all agenda items
- Approving the quality, quantity and timeliness of information sent to the board
- Authorizing the retention of outside advisors and consultants who report directly to the board on Board-wide issues
- Playing an increased role in crisis management oversight, as appropriate