[Our [Charter/By-laws/Corporate Governance Guidelines] currently provide[s] that our Chairman of the Board of Directors may not be an employee or officer of [COMPANY] and may not have been an employee or officer for the last three years[, unless the appointment is approved by a [majority/[DESCRIBE SUPERMAJORITY]] vote of our Board of Directors OR The Board of Directors currently separates the roles of Chairman of the Board of Directors and CEO OR Our Board of Directors does not have a policy as to whether the roles of Chairman of the Board of Directors and CEO should be separate or combined]. [Each year/At least every two years/Periodically], our [Board of Directors/Nominating and Corporate Governance Committee] assesses these roles and the board leadership structure to ensure the interests of [COMPANY] and its stockholders are best served.
Currently, the [independent] Chairman position is held by [NAME] and our CEO is [NAME].
[We also have a Lead [Independent] Director elected [annually] by the majority of [independent directors/the Board of Directors]. [NAME] currently serves as the Lead [Independent] Director. The Lead [Independent] Director has broad responsibility and authority, including to:]
[INSERT RESPONSIBILITIES AND AUTHORITY OF THE LEAD DIRECTOR.]
[Our Lead [Independent] Director Charter can be found on our website at [ADDRESS].]
Our Board of Directors has determined that its current structure, with separate Chairman and CEO roles [and a Lead [Independent] Director] is in the best interests of [COMPANY] and its stockholders at this time.
A number of factors support the leadership structure chosen by the Board, including, among others:
[INSERT FACTORS OF WHY THE SEPARATED ROLES IS THE BEST FIT FOR THE COMPANY AND STOCKHOLDERS AT THE TIME OF FILING, FOR EXAMPLE:]
[The Board believes this governance structure promotes balance between the Board's independent authority to oversee our business and the CEO and [his/her] management team who manage the business on a day-to-day basis.]
[The current separation of the Chairman and CEO roles allows the CEO to focus [his/her] time and energy on operating and managing [COMPANY] and leverage the experience and perspectives of the Chairman.]
[The Chairman sets the agenda for, and presides over, board meetings and independent sessions and coordinates the work of the committees of our Board, providing independent oversight and streamlining the CEO's duties.]
[The Chairman serves as a liaison between the Board and senior management but having an independent chairman also enables non-management Directors to raise issues and concerns for Board consideration without immediately involving management.]
16 DC110011 ONTARIO MUNICIPAL BOARD COMMISSION DES
19 February 2016 Hawaii Historic Places Review Board
3 BIELD BOARD OF MANAGEMENT THURSDAY 19
Tags: board leadership, for board, structure, currently, guidelines], provide[s], [charterbylawscorporate, governance, leadership, board