What is the difference between a “lead director” and a “presiding director”–and what exactly is a presiding director?
The lead director leads the independent directors, while a presiding director leads one or more meetings of the independent directors (also called “non-management executive sessions”). If a board has a lead director, that person usually serves as presiding director. Current New York Stock Exchange (NYSE) listing guidelines require boards to hold executive sessions and require companies to disclose the name of the person presiding at these executive sessions. This presiding director need not be the same person for every session (although NACD reports have recommended continuity). The NYSE listing guidelines also require companies to publish contact information for reaching outside directors. These requirements, which are posted on the official websites of both the NYSE (www.nyse.com) and the Securities and Exchange Commission (SEC) (www.sec.gov), include a section on the role of the presiding director in executive sessions. The following is a quote from a Weil, Gotshal & Manges LLP (www
