The non-management members of the Board will have regularly scheduled executive sessions during the year without management present. The Chairman acts as the Chairperson to preside at such meetings. During these sessions, the non-management directors will, among other things, review CEO succession, performance, and compensation; compensation of other key executive officers; strategic issues for Board consideration; future Board agendas and the flow of information to directors; management progression and succession; and the Board’s corporate governance matters.
The independent directors will meet, when deemed necessary and appropriate, and the Lead Director will act as Chairperson and preside at such meetings.