These responsibilities include: (i) fostering processes that allow the Board to function independently
of management and encouraging open and effective communication between the Board and management
of the
Company; (ii) providing input to the Chairman
on behalf of the independent Directors with respect to Board agendas; (iii) presiding at all meetings
of the Board at which the Chairman is not present, as well as regularly
scheduled executive sessions
of independent Directors; (iv) in the case
of a conflict
of interest involving a Director, if appropriate, asking the conflicted Director to leave the room during discussion concerning such matter and, if appropriate, asking such Director to recuse him or herself from voting
on the relevant matter; (v) communicating with the Chairman and the CEO, as appropriate, regarding meetings
of the independent Directors and resources and information necessary for the Board to effectively carry out its duties and responsibilities; (vi) serving as liaison between the Chairman and the independent Directors; (vii) being available to Directors who have concerns that can not be addressed through the Chairman; (viii) having the authority to call meetings
of the independent Directors; and (ix) performing other functions as may reasonably be requested by the Board or the Chairman.