The Lead Director
The Lead Director shall be elected by the entire Board and shall be fully independent of management. The Lead Director shall be entitled to request materials and receive notice of and attend all meetings of committees. The Lead Director will be responsible for:
- ensuring that the responsibilities of the Board are well understood by both the Board and management and the boundaries between the Board and management are clearly understood and respected;
- providing leadership to ensure that the Board works in an independent, cohesive fashion;
- ensuring that the Board has the requisite resources to support its work effectively;
- ensuring that a process is in place to regularly assess the effectiveness of the Board, its committees and individual directors;
- ensuring that a process is in place to monitor legislation and best practices that relate to the responsibilities of the Board;
- consulting with the Executive Chairman to set the agenda for Board meetings;
- ensuring Board leadership in times of crisis;
- where functions are delegated to Board committees, ensuring that the functions are carried out as represented and that the results are reported to the Board;
- chairing regular meetings of independent Board members without management present;
- acting as liaison between the Board and management to ensure the relationship between them is conducted in a professional and constructive manner
- working with the Executive Chairman to ensure that the conduct of the Board meetings provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to Board members on a timely basis.
The responsibilities of the Lead Director will be reviewed from time to time.