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This excerpt taken from the AN DEF 14A filed Apr 28, 2006. BOARD
ROLE AND OPERATION
Executive
Sessions of Outside Directors
The non-management Directors shall meet in regularly scheduled
executive sessions without management. The presiding Director
for each executive session shall be rotated among the Committee
chairs.
Board
Contact with Senior Management
Board members shall have complete access to the Chairman and CEO
and senior officers reporting directly to the CEO and, as
necessary and appropriate, to the Company’s outside
advisors. Board members shall coordinate such access with
respect to matters relating to standing committees of the Board
through the appropriate committee chair. Board members will use
judgment to assure that this access is efficient and appropriate
and not distracting to management and the business operation of
the Company. Directors should refrain from giving strategic or
operating direction to members of management outside the scope
of full Board or committee responsibility and accountability.
Outside
Communication
The Board believes that management speaks for the Company. In
accordance with this philosophy, Directors should defer to the
Chairman or the Company’s Communications Department when
requested to make any comments regarding the Company or its
business.
AutoNation, Inc.
Corporate
Governance Guidelines
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