Corporate governance committee the independent

Corporate Governance Committee, the independent members of the Board will select a lead independent
director
for a term of two years.
The lead independent director will serve in that capacity
for not more than
two consecutive two-year terms or
until such person’s successor will have been duly selected by the
independent members of the Board.
The duties of the lead independent director will include but not be limited to, (1) presiding at the
scheduled executive sessions of independent directors as well as presiding at all meetings of the Board at
which the Chair of the Board is not present, (2) serving as a liaison between the independent directors and
the Chair of the Board, (3) approving the scheduling of Board meetings as well as the agenda and
materials for each meeting and executive session of the independent directors, (4) approving and
coordinating the retention of advisors and consultants to the Board,
and (5)
such other responsibilities as
the independent directors may designate from time to time. The lead independent director and the Chair
of the Board will each have the authority to call meetings of the independent directors.
Qualifications of Lead Independent Director
In order to serve as lead independent director, a director must meet the independence standards of the
Nasdaq Stock Market. Additionally, a director must, (1) be available to work closely with and act as an
advisor to the Chair of the Board and the president and chief executive officer, (2) be available to
effectively discuss with other directors concerns about the Company or the Board and relay

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Individual Case Study Part 2: Starbucks
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those concerns, where appropriate, to the Chair of the Board, the president and chief executive officer or
other members of the Board, (3) ensure the effectiveness of the Board of Directors and that it maintains
its independence from management, and (4) be familiar with corporate governance best practices.
Board Access to Senior Management
All Board members have access to senior management, with the expectation that such contact will be
minimally disruptive to the business operations of the Company. The Chair of the Board, with input from
the president and chief executive officer, is encouraged to invite senior managers who can provide
additional insight into business matters being discussed and those with high future potential who should
be given personal exposure to members of the Board to the meetings.
Board Compensation Review
Annually, the Nominating and Corporate Governance Committee of the Board will review the
compensation of the non-employee directors and committee members in relation to other comparable
companies. Any changes in non-employee director or committee member compensation will be
recommended by the Nominating and Corporate Governance Committee and approved by the Board.