Page 44 - Board of Directors Orientation

GOVERNANCE

4. CEO PERFORMANCE

a. Works with the Compensation Committee on development of appropriate objectives for the CEO, the monitoring
of performance against those objectives, compensation of the CEO, and the annual review of the CEO.
b. Communicates the annual performance review to the CEO.

5. SUCCESSION

a. Assures the Board’s review of the succession plan for the CEO and other key senior executives
b. Provides leadership with respect to the recruitment and selection of new Board members, as well as the appointment
of committee chairs and members. Both work with management on the orientation of new Board members.
6. EXTERNAL/CONSTITUENT INTERACTION

c. Interacts as needed in M&A transactions or other situations with chairs of counterparts.
d. Interacts with other constituents as appropriate with the CEO, or as needed in the
absence of the CEO, or if appropriate, in support of the CEO.

7. CHEMISTRY

a. Communication – Open, candid, two-way, find right frequency.
b. Reciprocity and consideration – Balanced, two-way, no surprises, keep each other in the
loop, always presume good will, and always have best interest of company.

c. Close but not personal – Professional distance, remain objective, establish and adhere to clear Board and management roles.
d. Boundaries – Nose in, fingers out. One CEO.
e. Interpersonal qualities – Collaborative, honest, accessible, authentic, check egos at the door, willing to learn and listen.
8. ENABLING FRAMEWORK

a. Commitment to Company well-being – Encourage discussion and debate on strategy and goals,
what we do and how we do it are aligned, commitment to course of action.
b. Defined but adaptable roles – CEO runs the company, Chair leads the Board, the Board is the CEO’s boss, committee chairs lead
Board tasks and work, Chair provides feedback. Role of Board is to help a highly effective CEO become even more effective.
c. Processes – Use existing processes for major decisions, develop new processes as needed,
emphasize good Chair-Director communications, and develop agendas together.

d. Leadership succession strategy – Top priority is CEO, executive leadership, committee chair, and chair succession planning.

42 Haskell | 2021 Board of Directors Orientation