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 Companys 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.
The Board believes that management speaks for the Company. In accordance with this philosophy, Directors should defer to the Chairman or the Companys Communications Department when requested to make any comments regarding the Company or its business.
AutoNation, Inc. Corporate