Page 43 - Board of Directors Orientation
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GOVERNANCE
ATTACHMENT B
Roles and Responsibilities of the Board Chair
The Haskell Company ABOUT HASKELL
1. GENERAL
a. Provides leadership to the Board.
b. Provides support and advice to the CEO.
c. Promotes effective two-way communication on developments occurring between Board meetings.
d. Provides clear, candid and timely feedback to the CEO. STRATEGIC VISION
e. Briefs the CEO on issues and concerns arising in the executive sessions of the Board.
f. Facilitates communication between and among the independent Directors and management. Encourages productive and
efficient communication among directors and between directors and management with a “no surprises” philosophy.
g. Coordinates the Board’s self-assessment and evaluation processes.
h. Attends Committee meetings ex officio.
2. ADMINISTRATIVE
a. Presides over meetings of the Board of Directors. FINANCIALS
b. Presides over executive sessions of the independent Directors without management present.
c. Presides over annual and special meetings of members.
d. Maintains the authority to call meetings of the Board of Directors and meetings of the independent Directors.
e. In conjunction with the CEO, establishes the annual schedule of the Board.
f. In conjunction with the CEO, develops agenda items for consideration at meetings of the Board of Directors.
g. Consults with all Directors concerning Board agendas and information provided to the Board. GOVERNANCE
h. Obtains information to help the Board monitor the Company’s performance and the performance of management.
i. Engages independent professionals as needed to discharge the responsibilities of the Chair.
3. STRATEGY & CULTURE
a. Assures periodic, timely Board input and review of management’s strategic plan for the Company.
b. Assures Board approval of strategy.
c. Assures the Board discusses and formulates expectations regarding tone at the top and compliance within the organization.
d. Works with the Audit and Finance Committee to assess the risk environments in which the Company BOARD OF DIRECTORS
operates and assess the extent to which management and the Board of Directors have the confidence
of the Company’s regulators, customers and stakeholders, including its employees.
2021 Board of Directors Orientation | Haskell 41
