Charter of Lead Independent Director
Background: For any period during which the Chairman of the Board of Directors (the “Board”) is not deemed to be independent as defined by applicable stock exchange rules, the Board considers it to be useful and appropriate to designate an independent non-executive Director to serve in a lead capacity (the “Lead Director”). As set forth more particularly below, the Lead Director shall coordinate the activities of the other non-executive/independent Directors and perform such other duties and responsibilities as the Board may from time to time determine.
Responsibilities: The specific responsibilities of the Lead Director shall be to:
1) Subject to any applicable provision of the By-laws, preside at meetings of the Board in the absence of the Chairman.
2) Preside over all executive sessions of non-executive / independent Directors and report to the Board, as appropriate, concerning such sessions.
3) Review and approve Board meeting agendas and schedules in collaboration with the Chairman, to ensure there is sufficient time for discussion, to recommend matters for the Board to consider and to advise on the information submitted to the Board by management.
4) Serve as a liaison and supplemental channel of communication between non-executive / independent Directors and the Chairman, without inhibiting direct communications between the Chairman and other Directors.
5) Serve as the principal liaison for consultation and communication between the non-executive / independent Directors and shareholders.
6) Work with the Corporate Governance, Nominating and Compensation Committee (“CGN&C Committee”) in facilitating the annual self-evaluation process for the Board and individual Directors and communicate the resulting individual performance feedback in a private meeting with each director.
7) Assist the work of the CGN&C Committee in conducting its evaluation of the performance of the Chief Executive Officer and conducting succession planning for the Chief Executive Officer.
Appointment of Lead Director: The Lead Director shall be elected by a majority of the independent Directors of the Board for a renewable term of three (3) years (and until such time as his or her successor is elected) or until such earlier time as he or she ceases to be a Director, resigns as Lead Director, or is replaced as Lead Director by the vote of a majority of the independent Directors.
Qualifications of Lead Independent Director: The Lead Director must:
1) qualify as an independent Director under securities laws, applicable stock exchange requirements or guidelines, and any other applicable rules or regulations;
2) be available to effectively work closely with, and in an advisory capacity to, the Chief Executive Officer and/or Chairman;
3) be available to effectively discuss with other Directors any concerns about the Board or the Company and to relay those concerns, where appropriate, to the Chairman and/or Chief Executive Officer or the Board;
4) help optimize the effectiveness of the Board and ensure that it operates independently of management; and
5) maintain familiarity with Board governance “best practices” and related procedures of the Company.
As adopted by the Board of Directors on March 1, 2019.