Whats New: Corporate Governance
Expansion of Lead Director Role
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Preside at all meetings of the Board at
which the Chairman is not present,
including executive sessions of the
independent directors
Serve as liaison between the
Chairman and the independent
directors
Approve information sent to the
Board
Approve Board meeting agendas and
assure that there is sufficient time for
discussion of all items
Call meetings of the independent
directors, as appropriate
If requested by major shareholders,
ensure that he or she is available for
direct communication
Lead the annual evaluation of directors
and the CEO
Assume role of Chairman of the Board
on an interim basis in the event of a
temporary or permanent absence of
the Chairman
Provide recommendations to the
Governance Committee regarding
Board committee memberships
selection of committee chairs
Retain independent legal, accounting
and other advisors
Assist in assuring compliance with,
and implementation of, the Corporate
Governance Guidelines
Core Roles and Responsibilities
of Lead Independent Director
Expansion of Lead Independent
Directors Powers
Created
role in
January
2013,
effective
July 2013
Expanded
role in
October
2013
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