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
40 Individual Case Study Part 2: Starbucks 6 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.
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- Fall '17
- thomas greer spotts
- Starbucks Coffee Company