Duties of Independent Chair of the Board In addition to other duties set forth in these Corporate Governance Principles and Practices and the Company’s Bylaws, the duties of the Chair of the Board include, but are not limited to, the following: •Preside over and manage the meetings of the Board of Directors •Support a strong Board culture by fostering an environment of open dialogue, effectiveinformation flow and constructive feedback among the members of the Board and
23 Individual Case Study Part 1: Starbucks 5 senior management, facilitating communication among the Chair, the Vice Chair, the Board as a whole, Board committees and senior management and encouraging director participation in discussions; •Approve the scheduling of meetings of the Board of Directors, lead the preparation ofthe agenda for each meeting and approve the agenda and materials for each meeting •Serve as liaison between management and independent directors •Represent the Board of Directors at annual meetings of shareholders and be available,when appropriate, for consultations with shareholders •Act as an advisor to the chief executive officer on strategic aspects of the business •Such other duties as prescribed by the Board of Directors Duties of Independent Vice Chair In addition to other duties set forth in these Corporate Governance Principles and Practices and the Company’s Bylaws, the duties of the Vice Chair of the Board include, but are not limited to, the following: •Preside over and manage the meetings of the Board of Directors in the absence of theChair of the Board •Work closely with and under the direction of the Chair of the Board to assist the Chairof the Board to carry out his or her duties, including, but not limited to, the duties ofthe Chair of the Board listed above •Such other assistance as the Chair of the Board may request •Such other duties as prescribed by the Board of Directors Role of Lead Independent Director If the Chair of the Board is not an independent director, upon the recommendation of the Nominating and 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
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- Fall '17
- thomas greer spotts
- Management, Starbucks Coffee Company