The Board shall hold at least six meetings each year, including a meeting devoted to addressing the Company’s strategy. The schedules of meetings will normally be established in the summer of the previous year.
The Chairman, in consultation with the Lead Independent Director (and CEO if that position is held by someone other than the Chairman), shall set the agenda for each Board meeting. In addition to the Lead Independent Director’s role in setting the agenda, any other Director may suggest agenda items.
To the extent possible and appropriate, management should provide Directors with an agenda and written briefing materials in advance of the Board meetings (including financial reports in advance of any regularly scheduled Board meeting prior to the Corporation announcing its quarterly financial results).
At each regular quarterly Board meeting, the Board should receive reports on the overall financial and operating performance of the Company as a whole. In addition, management is encouraged to provide the Board with other presentations on important aspects of the business and business/regulatory environment, including presentations from divisional executives.
Directors shall have full access to any member of management for the purpose of understanding issues facing the Company. Directors who contact subordinate levels of management should, if appropriate, inform the Chairman and CEO of such interactions. Each committee established by the Board shall have the authority to retain independent advisors; further, by a majority vote, the Board, non-employee Directors, or independent Directors may also retain independent advisors; the cost of such advisors shall be paid by the Corporation. Directors, especially those on the Audit and Finance Committee, have complete access to the Company’s independent auditors and internal auditor.
Unless the independent Directors determine otherwise, independent Directors will meet by themselves, without management or any non-independent Directors present, at every regularly scheduled Board meeting. Independent directors may hold other such sessions at the request of any independent Director. Independent Directors shall notify the Lead Independent Director or Chairman if they would like to hold such a session, and the Lead Independent Director or Chairman shall facilitate the scheduling of such a session.
Executive sessions will be led by the Lead Independent Director unless it is more appropriate for the discussion to be led by the chairman of the committee that has primary responsibility for the issue being discussed (e.g., the Audit and Finance Committee Chairman would lead discussion on audit-related matters).