This excerpt taken from the HBI DEF 14A filed Mar 12, 2009.
Composition of the Board of Directors
Our directors are elected at the annual meeting of stockholders and will serve until our next annual meeting of stockholders. Our Board of Directors currently has ten members: Lee A. Chaden, Bobby J. Griffin, James C. Johnson, Jessica T. Mathews, J. Patrick Mulcahy, Ronald L. Nelson, Richard A. Noll, Alice M. Peterson, Andrew J. Schindler and Ann E. Ziegler. Seven of the ten members of our Board of Directors, Mr. Griffin, Mr. Johnson, Ms. Mathews, Mr. Mulcahy, Mr. Nelson, Ms. Peterson and Mr. Schindler, are independent under New York Stock Exchange listing standards and under our Corporate Governance Guidelines. Mr. Noll is our Chief Executive Officer, and the nine directors other than Mr. Noll are currently non-management directors. During 2008, Mr. Charles Coker, who resigned as a member of our Board effective in December 2008, served as the Presiding Director until July 22, 2008; at that time, the Board selected Mr. Mulcahy to serve as the Presiding Director. Mr. Mulcahy served as the Presiding Director for the remainder of 2008.
The Board has determined to decrease the size of the Board from ten to nine members effective on the date of the Annual Meeting and, therefore, only nine directors will be elected.
Our Corporate Governance Guidelines provide that the Governance and Nominating Committee will from time to time consider whether the positions of Chairman of the Board and Chief Executive Officer should be held by the same person or by different persons. During 2008, the Board of Directors, upon recommendation of the Governance and Nominating Committee, determined that Mr. Noll, our Chief Executive Officer, should be elected to also serve as Chairman of the Board effective January 1, 2009. We believe that by serving in these dual capacities, Mr. Noll will be well-situated to execute our business strategy and business plans to maximize stockholder value. Mr. Noll maintains primary management responsibility with respect to the day to day business operations of our company and is in the most effective position to chair regular meetings of the Board of Directors and to help ensure that key business issues and interests of all our companys stakeholders (stockholders, employees, communities and customers) are communicated to the Board.
Our corporate governance structure ensures that independent directors will continue to effectively oversee our management and key issues related to strategy, risk and integrity. In addition, because of enhancements to corporate governance rules and regulations effected by the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange listing requirements, we believe that independent directors play an important role. Only independent directors serve on our Audit Committee, Compensation Committee and Governance and Nominating Committee. Non-management and independent directors regularly hold executive sessions outside the presence of the Chief Executive Officer or any other employee of the company.
In connection with the decision to combine the positions of Chairman of the Board and Chief Executive Officer, the Board of Directors determined to replace the position of Presiding Director with the newly created position of Lead Director effective January 1, 2009. We believe that the designation of a Lead Director, together with the combination of the positions of Chairman of the Board and Chief Executive Officer, contributes to a more efficient and effective corporate governance structure. The Lead Director is chosen by the independent directors of the Board of Directors, after considering the recommendation of the Governance and Nominating Committee. Mr. Mulcahy is currently serving as the Lead Director. The Lead Director chairs all meetings of the non-management and/or independent directors in executive session, and also has other authority and responsibilities, including: