Common use of Board Structure Clause in Contracts

Board Structure. The Company has amended its Corporate Governance Guidelines as follows: When the Chairman is a member of Company management, the Chairman of the Nominating and Corporate Governance Committee, who shall be an independent director meeting the guidelines specified herein, shall also act ex officio as the Lead Independent Director of the Board, with responsibility for coordinating the activities of the other non-management directors and for performing the duties specified herein and such other duties as are assigned by the Board. The Company shall maintain the position of Lead Independent Director so long as any member of management occupies a position on the Board. The Lead Independent Director’s responsibilities include the following: (i) setting the Board’s agenda in collaboration with the CEO and/or Chairman; (ii) acting as a regular communication channel among the Board, the CEO and other management, the Chairman and the independent directors and the Board; (iii) assessing and discussing with other independent board members the quality, quantity and timeliness of the flow of information from the Company’s management to the independent board members; (iv) organizing and presiding over executive sessions to review the Company’s performance and management effectiveness (including scheduling and setting the agenda for these sessions); (v) organizing exit interviews with resigning senior managers to determine whether their departure reflects problems with the CEO or other Company issues; (vi) serving as an independent point of contact for shareholders wishing to communicate with the Board, other than through the CEO or chairman; (vii) meeting with shareholders to discuss their concerns and expectations; (viii) calling special meetings of the Board or of the independent directors; (ix) recommending or assigning tasks to the appropriate committees; (x) being a member of or otherwise involved with the committees; (xi) chairing the Nominating and Corporate Governance Committee (or another key committee); (xii) coordinating and/or overseeing committee, Board and other corporate governance assessments; (xiii) coordinating and/or overseeing the performance evaluation of the CEO and/or Chairman; and (xiv) identifying and recommending appropriate independent advisors or consultants as needed.