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These excerpts taken from the ATVI 10-K filed Feb 27, 2009. A. Board Structure and Practices1. The independent directors shall study and evaluate a potential proposal to the Board of Directors whereby, during any period where the Chair of the Board is an executive officer employee of the Company, the Company’s independent directors shall appoint a Lead Director from among the independent directors. This evaluation shall be conducted with the assistance of outside counsel or a corporate governance expert, under the direction of the independent directors. In the event that such a proposal is submitted to the Board of Directors, and approved by the same, such proposal will be submitted to shareholder vote within twelve (12) months of (a) final approval by the Court of the Settlement of this Action and (b) dismissal with prejudice of this Action, In re Activision, Inc. Shareholder Derivative Litigation, Case No. CV-06-04771 (C.D. Cal.) and the State Action, captioned In re Activision Shareholder Derivative Litigation, Case No. SC090343 (L.A.S.C.) hereinafter, the “Actions”. The proposal will include the following elements:
(a) For all periods where the Chair of the Board is also an executive officer employee of the Company, the Lead Director will be selected annually by a majority, secret ballot vote of the independent directors who shall cast ballots, after consultation with the Chairman of the Board of Directors.
(b) The Lead Director shall:
1) determine, in consultation with management and the Board, the appropriate schedule of Board meetings, provided, however, that nothing shall prevent the callings of meetings of the Board by the chairman, or otherwise consistent with the by-laws;
2) prepare, in consultation with management and the Board, agendas for Board and Committee meetings, provided, however, that nothing shall preclude the chairman from placing on the agendas other matters properly before the Board;
3) recommend the membership of Board Committees, as well as the selection of Committee Chairs, subject to the by-laws of the Company;
4) direct, subject to consultation with and approval of the independent directors, the retention of consultants who report directly to the independent directors of the Board;
5) have the authority to retain such consultants as the Lead Director deems necessary to perform his or her responsibilities;
6) oversee the process, in consultation with the Board and management, to ensure that the corporate governance policies set forth herein are implemented;
7) coordinate, develop the agenda for, and moderate executive sessions of the Board’s independent directors, and act as principal liaison between the independent directors and the Chairman of the Board and Chief Executive Officer on sensitive issues;
8) provide evaluations, for purposes of consideration by the Compensation Committee and the full Board, of the performance of the CEO.
2. The Board shall establish a formal policy requiring the Independent Directors to meet in executive session at least four times per year, and require that the Board report to shareholders the number of such meetings held each year.
A. Board Structure and Practices1. The independent directors shall study and
(a) For all
(b) The Lead
1) determine,
2) prepare,
3) recommend
4) direct,
5) have
6) oversee
7) coordinate,
8) provide
2. The Board shall establish a formal policy
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