Lead Director
In 2006, the Board approved an expansion of the presiding director role into that of a Lead Director. Among the amendments to the Governance Principles of the Board of Directors adopted in February 2007 is a description of the Lead Director's role and responsibilities.
The Lead Director serves as the chair of the periodic executive sessions of the Board of Directors during which neither the employee directors nor other members of management are present, and is responsible for briefing the chief executive officer, as needed, following the executive sessions. The Lead Director also reviews and responds, as appropriate, to communications from stockholders and other interested parties in accordance with guidelines established by the Board of Directors. Additionally, the Lead Director communicates informally with the other Directors, between meetings of the Board, to foster free and open dialog among Directors.
In February 2012, the Board of Directors appointed Michael I. Roth, one of the independent directors, to serve as the Board's Lead Director for an initial term of two years.