What was the thought process behind creating the Lead Director Network?
Baxley: The lead director role has been an area with relatively little formal guidance as to how the role should be structured or how directors should conduct themselves. The role itself is relatively new; General Motors may have been among the first companies to have a lead director in the 1990s, but the role didn’t become widespread until after Sarbanes-Oxley was enacted. After Sarbanes-Oxley, many companies began designating either “lead directors” or “presiding directors.” The formal duties of those individuals were to preside over meetings of independent directors and to receive shareholder communications. Over the last several years, lead directors have begun to play a much greater role in important matters such as corporate strategy, independent investigations and major M&A transactions. We wanted to provide a forum in which lead directors, presiding directors and non-executive chairmen could draw from their experiences and learn from each other. A byproduct of each meeting is a
