Bristol Myers Squibb Lead Independent Director Duties
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