The Corporate Governance Committee is also responsible for developing and recommending to the Board of Directors corporate governance policies and procedures applicable to the Company, identifying and recommending to the Board of Directors potential director candidates for nomination, and identifying and recommending to the Board of Directors» independent directors
potential lead independent director candidates.
Tesla's board is recommending that shareholders vote against the proposal, saying
lead independent director Antonio Gracias protects the company against any
potential governance issues arising from having a non-
independent chairman.