Lead Independent Director

The Lead Independent Directors duties shall include:

  • serving as a liaison between independent directors and management
  • having authority to call meetings of the independent directors
  • presiding at, and preparing the agenda for, all executive sessions of the non-management directors and the independent director meetings and providing feedback to senior management.
  • communicating with other independent directors whether they would like to have any items to be included in meeting agendas.
  • working with the Chairman of the Board of Directors and members of management to set up the Board agenda and ensure the adequacy and timing of information provided to the Board of Directors
  • retaining outside advisors to the Board of Directors, if necessary or desirable
  • being available for consultation and direct communication with major stockholder if requested

As part of Good Governance, the Lead Independent Director assumes the role of the Chairman of the Board in the absence of the Chairman at any Board meeting.