Board Structure

The Board assumes an active role in providing oversight of, and guidance to, our executive management team and in maintaining a strong system of checks and balances. The Board believes that an appropriate Board leadership structure includes a substantial majority of independent Directors with diverse backgrounds and experiences; extremely capable committee chairs; and strong independent leadership provided by either an independent, non-executive Chair of the Board or a Lead Independent Director. The Board’s current leadership structure meets these objectives.

The Board believes that its leadership structure should be flexible to accommodate different approaches based on its evaluation of the best interests of the Company and our stakeholders at any given time. The Board carefully considers its leadership structure and composition each year in consultation with the Nominating and Corporate Governance (NCG) Committee as part of its continuous succession planning process. A critical aspect of the Board’s leadership structure analysis is determining how best to honor the Board’s commitment to maintaining robust independent leadership, given the present needs of the Company. After undertaking such an evaluation in 2019 and again in 2020, the Board continues to believe that the Company’s interests are best served at this time by having an independent, non-executive Chair to provide independent leadership to the Board, while the Company’s CEO continues to participate in the Board’s activities and operations as a Director.

Our 2020 Proxy Statement includes information about the Board and its standing committees and their respective responsibilities, as well as a Board Skills and Composition Matrix that sets forth, on a Director-by-Director basis, the diversity of expertise and skills that each Director contributes to the Board’s oversight of the Company. Though Director evaluations are year-round, Directors undergo a robust annual evaluation process to help ensure each is actively contributing to the Board’s operations and that all necessary skills are present. The evaluation process includes one-on-one discussions between the independent Chair and each independent Director; one-on-one discussions between each committee Chair and their members; full Board and committee evaluations; and follow-up action items.

The NCG Committee, which oversees the Board evaluation process, is also responsible for identifying and assessing potential candidates for Directorship using the criteria established by the Board and set forth in the Corporate Governance Principles. Since 2015, the Board has appointed six new Directors. Each of these new Directors has provided unique skills and backgrounds that complement those of the other Directors, thus providing the Board with additional diverse points of view when making decisions and providing oversight.