The independent Chair is responsible for coordinating the activities of the Board of Directors including, but not limited to, those duties as follows:

• Coordinate the scheduling of board meetings and preparation of agenda material for board meetings and executive sessions of the board's independent or non-management directors.
  
  
• Lead board meetings in addition to executive sessions of the board's independent or non-management directors.
  
  
• Define the scope, quality, quantity and timeliness of the flow of information between Company management and the board that is necessary for the board to effectively and responsibly perform their duties.
  
  
• Oversee the process of hiring, firing, evaluating, and compensating the CEO.
  
  
• Approve the retention of consultants who report directly to the board.
  
  
• Advise the independent board committee chairs in fulfilling their designated roles and responsibilities to the board.
  
  
• Interview, along with the chair of the nominating committee, all board candidates, and make recommendations to the nominating committee and the board.
  
  
• Assist the board and Company officers in assuring compliance with and implementation of the Company's Governance Principles.
  
  
• Act as principal liaison between the independent directors and the CEO on sensitive issues.
  
  
• Coordinate performance evaluations of the CEO, the board, and individual directors.
  
  
• Recommend to the full board the membership of the various board committees, as well as selection of the committee chairs.
  
  
• Be available for communication with shareowners.