Lead Independent Director Charter
Presides at Executive Sessions
Calls, develops the agenda for and presides at executive sessions of the Independent Directors. Presides at all meetings of the Board at which the Chairman and CEO is not present.
Functions as Interim Chairman, if Necessary
In the event that the Chairman is unable to perform his duties, the Lead Independent Director shall serve as the interim Chairman until the Board can convene and appoint a permanent Chairman.
Calls Meetings of Independent Directors
Has the authority to call meetings of the Independent Directors.
Functions as Liaison with the Chairman and CEO
Serves as principal liaison on Board-wide issues between the Independent Directors and the Chairman and CEO and facilitates communication generally between directors.
Provides prompt and candid feedback to the Chairman and CEO, when appropriate.
Reviews appropriate provision of information to the Board such as board meeting agendas and schedules
Reviews, in consultation with the Chairman and CEO, the meeting schedules to assure there is sufficient time for discussion of all agenda items.
Reviews, in consultation with the Chairman and CEO, the agenda for Board meetings.
Reviews, in consultation with the Chairman and CEO, information sent to the Board, including the quality, quantity, appropriateness and timeliness of such information.
Conducts Evaluation of Chairman and CEO
Together with the Compensation Committee of the Board, conducts an annual evaluation of the Chairman and CEO, including an annual evaluation of his or her interactions with the Independent Directors.
Authorizes Retention of Outside Advisors and Consultants
Recommend to the Independent Directors the retention of advisors and consultants who report directly to the Board and, upon approval by the Independent Directors, retain such advisors and consultants.
If requested by stockholders, ensures that he/she is available, when appropriate, for consultation and direct communication.
III. APPOINTMENT AND COMPENSATION
The Lead Independent Director shall receive an annual cash retainer in an amount to be determined annually by a majority of the Independent Directors and as recommended by the Nominating and Corporate Governance Committee.
- Qualify as an Independent Director;
- Be able to effectively work closely with and in an advisory capacity to the Chairman;
- Demonstrates knowledge and expertise of the Company’s core business, strategy and operating issues;
- Be available to effectively discuss with other directors any concerns about the Board or the Company and to relay those concerns, where appropriate to the Chairman;
- Help optimize the effectiveness of the Board and ensure that it operates independently of management;
- Be familiar with Board governance and related procedures through experience as an Independent Director of the Company or at another company engaged in business activities of a breadth and level of complexity comparable to those of the Company.