The Lead Independent Director role at Southern is robust, with the following key authorities and responsibilities:
- Working with the Chairman to set the agenda for Board meetings
- Approving the agenda (with the ability to add agenda items) and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items
- Approving information sent to the Board
- Chairing executive sessions of the non-management Directors, which are included on the agenda of every regular board meeting, and having the ability to call an executive session
- Chairing Board meetings in the absence of the Chairman
- Meeting regularly with the Chairman
- Acting as the principal liaison between the Chairman and the non-management Directors (although every Director has direct and complete access to the Chairman at any time)
- Serving as the primary contact Director for stockholders and other interested parties
- Communicating any sensitive issues to the Directors
- Overseeing the independent Directors’ performance evaluation of the Chairman, in conjunction with the chair of the Compensation and Management Succession Committee
The Lead Independent Director is elected by the independent Directors of the Board to serve in the role for a period of generally two to three years. The Board’s succession planning process includes the regular review of the skills, qualifications, attributes and experiences of the independent Directors to identify potential future candidates for the Lead Independent Director role.