This excerpt taken from the GIS DEF 14A filed Aug 10, 2009.
The Chairman leads the board and oversees board meetings and the
delivery of information necessary for the boards informed
decision-making. The Chairman also serves as the principal
liaison between the board and our management.
The board determines whether the role of the Chairman and the
Chief Executive Officer should be separated or combined based on
its judgment as to the structure that best serves the interests
of the company. Currently, the board believes that the positions
of Chairman and Chief Executive Officer should be held by the
same person as this combination has served and is serving the
company well by providing unified leadership and direction.
When the Chairman and Chief Executive Officer roles are
combined, the chair of the corporate governance committee:
acts as the presiding director and presides at all board
meetings at which the Chairman is not present, including
executive sessions of the non-employee directors;
serves as a liaison between the Chairman and the non-employee
approves board meeting agendas and consults with the Chairman on
information provided to the board;
approves meeting schedules to assure that there is sufficient
time for discussions;
calls meetings of the non-employee directors and sets agendas
for executive sessions; and
serves as board representative for consultation and direct
communication with major stockholders on issues that the board
determines may not be addressed by the Chairman or other board
designees and as otherwise deemed appropriate by the board.