This position description describes the role and responsibilities of the Lead Director. The Lead Director is an independent director elected by the Board of Directors (the “Board”) of Baylin Technologies Inc. (the “Company”) to serve as the “lead director” as long as the Chair of the Board (the “Chair”) is a member of management or not independent.
The Lead Director, along with the Chair, is responsible for the management, development and effective performance of the Board and its members, and for providing leadership to the Board in carrying out its collective responsibility for supervising the management of the business and affairs of the Company.
The role and responsibilities of the Lead Director include:
(a) providing leadership to ensure that the Board functions in an independent, constructive and cohesive fashion;
(b) acting as liaison between the Board and management to ensure that the relationship between them is conducted in a professional and constructive manner;
(c) together with the Chair, ensuring that the responsibilities and duties of the Board are understood by both the Board and senior management and that the boundaries between the Board and senior management are understood and respected;
(d) together with the Chair, ensuring that the Board has appropriate procedures in place and the requisite resources to enable it to work effectively and to function independently of management;
(e) providing input to the Chair on the agenda for each Board meeting to reflect current priorities;
(f) chairing Board meetings in the absence of the Chair;
(g) where functions are delegated to Board committees, ensuring that the functions are carried out and that the results are reported to the Board;
(h) together with the Chair, ensuring compliance with governance policies, including those regarding the conduct of Board and committee meetings, managing and reporting information, and other policies relating to the Board’s business;
(i) in conjunction with the Corporate Governance and Compensation Committee, ensuring that a process is in place to regularly assess the effectiveness of the Board and its committees, and individual directors;
(j) ensuring that a process is in place to monitor legislation and best practices that relate to the responsibilities of the Board; and
(k) ensuring Board leadership in times of crisis.