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Chair of the Board

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The Chair of the Board of Directors provides leadership to the Board to ensure it functions effectively. The Board believes that it is in the best interests of stockholders for the Board to have the flexibility to determine the most qualified and appropriate individual to serve as Chair of the Board, whether or not that person is an independent director.

The duties and responsibilities assigned to the Chair by the Board of Directors vary depending on whether the Chair is an independent director. If the Chair is not an independent director, the independent directors on the Board will select a Lead Director who will be assigned certain Board leadership responsibilities, which are designed to increase Board effectiveness, maintain Board independence and provide oversight of management. The Chair of the Board is an independent director. Key duties and responsibilities of the Chair of the Board are listed below. The duties and responsibilities of the Chair of the Board would differ under a Board leadership structure involving an executive Chair with a Lead Director.

  1. Plan the Board’s annual schedule of meetings and agendas, in consultation with the Lead Director and Corporate Secretary and other directors as appropriate
  2. Coordinate with the Lead Director and the Corporate Secretary to ensure that the Board receives the appropriate quantity and quality of information in a timely manner to enable it to make informed decisions
  3. Chair all meetings of the Board and ensure that meetings are conducted efficiently and effectively
  4. Call special meetings, if necessary
  5. Facilitate full and candid Board discussions, ensure all directors express their views on key Board matters and assist the Board in achieving a consensus
  6. Develop teamwork and a cohesive Board culture and facilitate formal and informal communication with and among directors
  7. Help ensure that action items established by the Board are tracked and appropriate follow-up action is taken as necessary
  8. Make recommendations to the Nominating and Corporate Governance Committee as to Committee membership and Committee Chairs, for approval by the Board
  9. Work with committee chairs to ensure that each committee functions effectively and keeps the Board apprised of actions taken
  10. Be authorized to attend all committee meetings, as appropriate
  11. Chair annual and special meetings of stockholders
  12. Collaborate with the Nominating and Corporate Governance Committee in identifying and recruiting new Board members
  13. Collaborate with the Nominating and Corporate Governance Committee on the performance and structure of the Board of Directors and its committees, including the performance of individual directors
  14. Serve as the liaison between the Board and company management, e.g.,
    1. Discussing issues confronting the Company with the CEO
    2. Providing advice to the CEO on important issues and communicating any Board concerns to the CEO
    3. Providing mentoring and coaching to the CEO as appropriate
    4. Facilitate effective communication between directors and management, including periodically meeting with members of senior management to gain additional insights on issues and opportunities and help identify and develop CEO succession candidates
    5. Work with the CEO to ensure that management strategies and plans are appropriately represented to the Board for review and approval and that issues of concern are openly communicated to the Board
  15. Collaborate with the Human Resources and Compensation Committee on annual performance evaluation of the CEO
  16. Take leadership role in CEO succession, in coordination with the Nominating and Corporate Governance Committee
  17. Help guide and mediate Board actions with respect to business priorities and governance issues
  18. Assist the Nominating and Corporate Governance Committee in its role of planning, implementing and communicating the results of the Board’s annual evaluation of its performance to the Board and address concerns about director performance
  19. As needed, serve as a Board representative to external constituents of the Company, including customers, stockholders, the financial community and government authorities