CDF E-Alerts



"Job Description for an Independent Chairman of the Board"
 
June 10, 2004

Fellow Directors:

In response to inquiries for a job description for a non-employee, independent Chairman of the Board of Directors, the following list may provide a useful sample:

  1. Preside at Board meetings.
  2. Preside at Executive Sessions.
  3. Have ultimate approval for selecting information to be sent to the Board.
    • Ensure that directors receive timely, accurate and complete information to enable sound decision making, effective monitoring and advising.
  4. Have ultimate approval of Board agenda.
    • Assure that the agenda takes into account issues and concerns of board members.
    • Assure that the agenda is forward looking and focuses on strategic matters.
  5. Serve as principal liaison to the independent directors.
  6. Set meeting schedules, to assure adequate time for discussion of agenda items.
  7. Encourage active engagement by all directors.
  8. Ensure that directors understand investor concerns.
  9. Uphold the highest standards of integrity.
  10. Set the tone of Board discussions to promote effective decision making and constructive debate.
  11. Promote effective relationships and open communication, both inside and outside the boardroom, between the independent directors and the management team.
  12. Build effective and complementary Board.
  13. Promote highest standards of corporate governance.
  14. Ensure effective monitoring and implementation of Board decisions.
  15. Establish close relationship of trust with the CEO, providing support and advice while respecting the executive responsibility of the CEO.
  16. Provide coherent leadership for the company, through understanding the views of stockholders and management.
  17. If it is not delegated to a Corporate Governance Committee, the Chairman should also have
    responsibility for (i) director orientation, and continuing education programs for individual directors as needed, (ii) reviewing possible committee assignments each year, and (iii) assuring annual evaluations are completed for the Board and committees.