The Company’s Board retains discretion to determine whether the same individual should serve as both Chief Executive Officer (“CEO”) and Chairman of the Board or whether the roles should be separated. The Board also determines the nature and scope of the role of the Lead Director to ensure appropriate and effective independent leadership and oversight. This approach allows the Board to use its considerable experience and knowledge to elect as Chairman of the Board the Director best suited to serve in that capacity at that time, while maintaining the ability to separate the Chairman of the Board and CEO roles when appropriate, as the roles have been in previous periods. Further, it enables the Board to elect an independent Lead Director and define his or her duties.
The Board regularly considers this discretionary structure and whether to combine or separate the roles, depending on which leadership structure best serves the Company and its shareholders. In doing so, the Board not only considers the specific benefits and impacts to the Company of one approach over another but also considers external practice among similarly situated global companies as well as feedback from investors. The Board believes this discretion, including the flexibility to make this determination at any given point, best enables it to promote the long-term interests of the Company and its shareholders.
When the Board determines that the same individual should hold the positions of CEO and Chairman of the Board or if the Chairman of the Board is not independent, the independent Directors of the Board elect for an annual term a Lead Director from among the independent Directors. The Lead Director role is significant, with responsibilities consistent with accepted best practices, including:
preside at all meetings of the Board in the absence of, or upon the request of, the Chairman of the Board
call meetings of the non-employee and/or independent Directors, with appropriate notice
serve as principal liaison between the non-employee and/or independent Directors, as a group, and the Chairman of the Board and CEO, as necessary
lead regular executive sessions of the independent Directors
advise the G&PR Committee and the Chairman of the Board on the membership of the various Board committees and the selection of committee chairpersons
engage when necessary and appropriate, after consultation with the Chairman of the Board and CEO, as the liaison between the Board and the Company’s shareholders
provide input to and approve agendas for the Board meetings and information sent to the Board
advise the Chairman of the Board on the retention of advisors and consultants who report directly to the Board
foster open dialogue and constructive feedback among the independent Directors
approve meeting schedules to assure sufficient time for discussion of all agenda items
advise the Chairman of the Board and CEO, as appropriate, on issues discussed at executive sessions of non-employee and/or independent Directors
facilitate cross-Committee feedback
call special meetings of the Board as necessary to address important or urgent Company issues
review with the CEO, throughout the year, the non-employee Directors’ ongoing evaluation of and feedback on the CEO’s performance
select an interim Lead Director to preside over meetings at which he or she cannot be present