Lead Independent Director Sample Clauses
The Lead Independent Director clause establishes the role and responsibilities of a designated independent director who acts as a liaison between the board's independent members and company management. Typically, this director presides over executive sessions of independent directors, helps set board agendas, and may serve as a point of contact for shareholder concerns. The core function of this clause is to enhance board oversight and ensure that independent directors have a clear, empowered voice in board deliberations, thereby promoting good corporate governance and mitigating potential conflicts of interest.
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Lead Independent Director. The Board may, in its discretion, elect a lead independent director from among its members that are Independent Directors (as defined below) (such director, the “Lead Independent Director”). The Lead Independent Director shall preside at all meetings at which the Chairperson of the Board is not present and shall exercise such other powers and duties as may from time to time be assigned to him or her by the Board or as prescribed by these Bylaws. For purposes of these Bylaws, “Independent Director” has the meaning ascribed to such term under the rules of the exchange upon which the Corporation’s Class A Common Stock is primarily traded.
Lead Independent Director. Effective as of the Effective Time, ▇▇. ▇▇▇▇▇▇▇ ▇. Atwell (or another independent member of the Board, designated by the Corporation prior to the Effective Time) shall serve as the Lead Independent Director of the Board and of the Bank Board. From the Effective Time until the Chairman Succession Date, the Lead Independent Director of the Board and of the Bank Board shall be an independent director chosen from among the Continuing Webster Directors. From and after the Chairman Succession Date until the Expiration Date, the Lead Independent Director of the Board and of the Bank Board shall be an independent director chosen from among the Continuing Sterling Directors.
Lead Independent Director. Until the Principal Rights Termination Date, if the Chairman appointed by the Board is not an Independent Director, the Board shall designate, subject to consultation with and approval by the remaining Independent Directors, one of its members who qualifies as an Independent Director to serve as “Lead Independent Director.” If the Chairman appointed by the Board is an Independent Director, then such Chairman shall be deemed to be the “Lead Independent Director.” In addition to the responsibilities required of the Lead Independent Director by the Certificate of Incorporation or Bylaws, the Lead Independent Director’s responsibilities shall include maintaining dialogue with the Principals, chairing executive sessions of the Board and engaging with the stockholders of the Corporation and the other stakeholders of the Corporation, as appropriate. The initial Lead Independent Director shall be ▇▇▇ ▇▇▇▇▇▇▇.
Lead Independent Director. The Chairman of the Board of Directors, or if the Chairman is not an independent director, one of the independent directors, may be designated by the Board of Directors as lead independent director (“Lead Independent Director”) to serve until replaced by the Board of Directors. The Lead Independent Director will: with the Chairman of the Board of Directors, establish the agenda for regular Board meetings and serve as chairman of Board of Directors meetings in the absence of the Chairman of the Board of Directors; establish the agenda for meetings of the independent directors; coordinate with the committee chairs regarding meeting agendas and informational requirements; preside over meetings of the independent directors; preside over any portions of meetings of the Board of Directors at which the evaluation or compensation of the Chief Executive Officer is presented or discussed; preside over any portions of meetings of the Board of Directors at which the performance of the Board of Directors is presented or discussed; and perform such other duties as may be established or delegated by the Chairman of the Board of Directors.
Lead Independent Director. If required by Section 4.04, the board may also, from time to time, appoint a lead independent director who shall be a director and, subject to the authority of the board, shall have such powers and duties as the board may specify.
Lead Independent Director. If the Board of Directors has not made a determination that the Non-Executive Chairman of the Board is an independent director of the Corporation under applicable stock exchange rules and any applicable law, the Board of Directors shall appoint from among the directors with respect to whom the Board of Directors has made such an independence determination, a Lead Independent Director; provided that at any time from and after the Effective Time until the third anniversary thereof during which the Board of Directors has not made such a determination with respect to the Non-Executive Chairman of the Board, the chairpersons of the Nominating and Governance Committee, Compensation Committee, Audit Committee and Finance Committee shall each be appointed, in succession, to serve as Lead Independent Director at every fourth meeting of the Board of Directors, from and after the conclusion of such meeting until the conclusion of the subsequent meeting of the Board of Directors. The Lead Independent Director shall preside at all meetings of the Board of Directors at which the Non-Executive Chairman of the Board is not present, including executive sessions of the independent directors, have the authority to call meetings of the independent directors, serve as liaison between the Non-Executive Chairman of the Board and the independent directors, and, if requested by a major shareholder, ensure that he or she is available for consultation and direct communication.
Lead Independent Director. From the Closing Date through the Chairman Succession Date, or any subsequent time when the Chairman of the Board is not an independent director, the Board shall have a lead independent director who shall be elected by a majority of the members of the Board. The lead independent director of the Board at the Closing Date shall be ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, if he is then serving on the Board at such time.
Lead Independent Director. SJW shall take all necessary action to cause, effective at the Effective Time, one of the Continuing CTWS Directors, as designated by CTWS, to be appointed as Lead Independent Director of the SJW Board. If such Lead Independent Director designee is not a member of the CTWS Board immediately prior to the Effective Time, CTWS shall choose one of the Continuing CTWS Directors to serve as the Lead Independent Director of the SJW Board. From and after the Effective Time until December 31, 2020, unless otherwise determined by the affirmative vote of at least 75% of the entire SJW Board, the Continuing CTWS Directors shall be delegated the authority to choose a Continuing CTWS Director to serve as the Lead Independent Director.
Lead Independent Director. As soon as practicable following the Effective Date, the Board, and all applicable committees of the Board, shall take all actions necessary to amend the Bylaws to require the Independent Directors of the Board to select from among themselves a Lead Independent Director in the event that the Chairperson of the Board is not an Independent Director of the Board. The Lead Independent Director shall have such duties and responsibilities as determined by a majority of the Independent Directors of the Board.
Lead Independent Director. As of the Closing Date the Lead Independent Director of the Board of Directors shall be the Director designated as Lead Independent Director in the manner provided in the Merger Agreement, and that Director shall serve as the Lead Independent Director until the election of a new Lead Independent Director by the affirmative vote of the Board of Directors, which, prior to the second annual meeting following the Closing Date, will require the affirmative vote of at least 75% of the members of the Board of Directors (rounded up to the next full Director).