Number of Meetings
The Board will meet as frequently as it may determine necessary or appropriate in light of the circumstances and in accordance with the schedule determined by the Chair or the Lead Director, if any, in consultation with the Chief Executive Officer, where appropriate. The Chair, the Vice-Chair, if any, the Lead Director, the Chief Executive Officer or any three directors have the discretion to call additional Board meetings as they deem necessary or appropriate.
Board Self-Evaluation
The Board will annually assess the performance of the Board as a group and implement any actions deemed necessary for improvement. The Board self-evaluation process will periodically include one-on-one interviews with directors conducted by the Non-Executive Chair, any Non-Executive Vice-Chair, the Lead Director, the Chair of the Governance Committee and/or the General Counsel. The Governance Committee shall oversee this evaluation process.
Access to Management
Directors shall have free access to management and management information. Members of management will make regular presentations at Board and committee meetings in order to provide particular insights into various aspects of the Company’s business and to provide management with exposure to the Board for purposes of management development.
Access to Experts
The Board and all Committees of the Board shall be entitled, at the expense of the Company, to engage such independent legal, financial and other advisors as they deem appropriate, without consulting or obtaining the approval of any officer of the Company, with respect to any matters subject to their respective authorities.
Board Interaction with Third Parties
The Board believes that management speaks for the Company. Directors may, from time to time, be contacted by institutional investors, other stockholders, sellers of businesses or possible merger partners, government or community officials, analysts or the press to comment on or discuss the business of the Company. Directors are expected to refrain from communicating with any of the foregoing without prior consultation with the Non-Executive Chair, the Lead Director and/or the Chief Executive Officer, except in accordance with the policies and procedures adopted by the Board.
Orientation and Education
New directors shall participate in an orientation program, which will be conducted as soon as practicable after their election or appointment to the Board but before their attendance at their first Board meeting. The content of the orientation program will be determined by the Chair in consultation with other senior management of the Company.