Lead Independent Director (or Presiding Director)

Duties and Responsibilities of the Lead Independent Director (or Presiding Director)

  1. Presides at all meetings of the independent directors and any Board meeting when the Chairman and Chief Executive Officer (“CEO”) is not present, including executive sessions of the independent directors;
  2. Provides feedback from executive sessions of the independent directors to the Chairman and CEO and other senior management;
  3. Approves and advises the Chairman and CEO as to the quality, quantity and timeliness of information sent to the Board.
  4. Reviews and approves with the Chairman and CEO, agenda items for Board and Board Committee meetings, advises on the sufficiency of time for discussion of agenda items and has the authority to add agenda items at his discretion;
  5. Has the authority to call meetings of the independent directors;
  6. Serves as the principal liaison and facilitator between the independent directors and the Chairman and CEO;
  7. Serves a key role in the Board evaluation processes and in evaluation of the CEO;
  8. Recommends to the Board and the Board committees the retention of advisers and consultants who report directly to the Board;
  9. Responds directly to shareholder and other stakeholder questions and comments that are directed to the Lead Independent Director or to the independent directors as a group, when appropriate;
  10. If requested by major shareholders, ensures that he is available, when appropriate, for consultation and direct communication; and
  11. Performs such other duties as the Board may delegate from time to time.