Independent Lead Director

The Lead Director position provides independent leadership of the Board’s affairs on behalf of shareholders, increases the Board’s effectiveness, promotes open communication amongst the independent directors and serves as the principal liaison between the Chairman and the other independent directors.

Selection of the Independent Lead Director

The independent directors annually select the independent Lead Director for a one-year term. An independent Lead Director may serve for more than one term.

Independent Lead Director’s Authority and Responsibilities

The independent Lead Director, in consultation with the other independent directors:

• Serves as liaison between the independent directors and the Chairman and CEO;
• Seeks input from the independent directors and advises the Chairman and CEO as to the annual meeting schedule and major agenda topics and as well as the content of related briefing materials for regular Board meetings prior to Board review and approval;
• Reviews and approves Board meeting agendas and provides input into the content of Board briefing materials. Approves the allocation of time amongst the Board and committee meetings;
• Presides at Board meetings at which the Chairman and CEO is not present, including executive sessions of the independent directors. As appropriate, apprises the Chairman of the topics considered;
• Calls meetings of the independent directors or of the Board as needed;
• Facilitates effective communication and interaction between the Board and management;
• Serves as an ex-officio non-voting member of all Board committees of which he or she is not a member;
• Provides input into the design of the annual Board, committee and director self-evaluations;
• Works with the Governance Committee and develops recommendations for committee structure, membership, rotations and chairs;
• Is available for consultation with the Company’s major shareholders; and
• Performs such other duties as the Board delegates to the independent Lead Director.