Responsibilities of Lead Independent Director

Responsibilities of Lead Independent Director (PDF: 30 KB)

  1. Presides at all meetings of the independent directors and any Board meeting when the Non-Executive Chairman (NEC) and the Chief Executive Officer (“CEO”) are not present, including executive sessions of the independent directors;

  2. Provides feedback from executive sessions of the independent directors to the CEO, other senior management and to the NEC;

  3. Approves and advises the NEC as to the quality, quantity and timeliness of information sent to the Board and the appropriateness of meeting agenda items;

  4. Advises the NEC as to the sufficiency of time for discussion of agenda items;

  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 NEC and the CEO;

  7. Serves a key role in the Board evaluation processes and in evaluation of the CEO;

  8. Together with the NEC, recommends to the Board and the Board committees the retention of advisers and consultants who report directly to the Board;

  9. Responds directly to stockholder 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 from time to time delegate.