The main role of the Vice Chairman/Lead Director are as follows:
- A lead director offers an alternative to splitting the combined chairman-CEO role.
- The lead director serves as an independent chief among all board members and thereby helps ensure board relations run smoothly.
- Lead director drive high-performance of the boards.
- Lead director improve board performance by facilitating board discussions, by helping director reach consensus, and by keeping board matters on track.
- Lead director has the authority to call executive sessions and to preside over them. They may help deal with difficult or under-performing director as well as task that has traditionally fallen to the Chairman or CEO.
Duties and Responsibilities of the Vice Chairman / Lead Director:
- Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the directors.
- Serving as a liaison between the Chairman and the directors.
- Previewing the information to be provided to the Board.
- Approving meeting agendas for the Board.
- Assuring that there is sufficient time for discussion of all meeting agenda items.
- Organizing and leading the Board’s evaluation of the CEO.
- Being responsible for leading the Board’s annual self-assessment
- Having the authority to call meetings of the directors
- If requested by major stockholders, ensuring that he/she is available for consultation and direct communication.
