The Board designate will serve as Lead Independent Director to coordinate the activities of the independent directors and, in addition, to perform the following duties:
- Advise the Chairman as to an appropriate schedule of Board meetings and the information that shall be provided by management for Board consideration;
- Approve the agendas for the Board and Committee meetings after consultation with the Chairman;
- Recommend to the Chairman the retention of consultants who report directly to the Board;
- Assist in assuring compliance with the corporate governance policies and recommend revisions to the policies;
- Coordinate, develop the agenda for and moderate executive sessions of the independent directors;
- Evaluate, along with the members of the Executive Compensation and Human Resources Committee and the other independent Directors, the CEO's performance; and
- Consult with the Chairman and other members of the Board as to recommendations on membership and chairpersons of all the Board Committees and discuss such recommendations with the Nominating and Corporate Governance Committee and the Board.