Lead Independent Director for Safeway (SWY)

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Safeway (SWY)

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SWY » Topics » Lead Independent Director

This excerpt taken from the SWY DEF 14A filed Mar 27, 2009.

Lead Independent Director

The Guidelines provide that our independent directors will annually elect a Lead Independent Director to perform certain functions. The independent directors elected Paul Hazen to serve as the Lead Independent Director for 2009. In addition to the duties all Board members have, the specific responsibilities of the Lead Independent Director include:

•

Presiding at all meetings of the Board at which the Board’s Chairman is not present, including executive sessions of the independent directors;

•

Serving as a liaison between the Chairman and the independent directors;

•

Approving and including information sent to the Board and working to ensure that the directors have information necessary to perform their duties;

•

Approving agendas for meetings of the Board and its committees (if the Lead Independent Director directs that an item(s) be included on the agenda, such item(s) will be included);

•

Approving schedules for Board meetings to assure that there is sufficient time for discussion of all agenda items;

•

Having the authority to call meetings of the independent directors;

•

Recommending to the Chairman the retention of consultants, as necessary, who report directly to the Board;

•

Assisting the Board or the Nominating and Corporate Governance Committee, as appropriate, and our executives in assuring compliance with and implementation of our Corporate Governance Guidelines;

•

Coordinating, developing the agenda for and moderating executive sessions of the Board’s independent directors;

•

Evaluating, along with the members of the Executive Compensation Committee and the Board, the performance of the Chief Executive Officer, and meeting with the CEO to discuss the Board’s evaluation;

•

Recommending to the Chairman of the Nominating and Corporate Governance Committee the membership of the various Board committees, as well as selection of the committees’ chairs;

•

If requested by large stockholders, ensuring that he or she is available for consultation and direct communication; and

•

Such other duties and rights as the Board may from time to time authorize.

In performing the duties described above, the Lead Independent Director is expected to consult with and solicit the participation of the chairs of the appropriate Board committees. The Lead Independent Director has authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

This excerpt taken from the SWY DEF 14A filed Apr 2, 2008.

Lead Independent Director

The Guidelines provide that our independent directors will annually elect a Lead Independent Director to perform certain functions. The independent directors elected Paul Hazen to serve as the Lead Independent Director for 2008. In addition to the duties all Board members have, the specific responsibilities of the Lead Independent Director include:

•

Presiding at all meetings of the Board at which the Board’s Chairman is not present, including executive sessions of the independent directors;

•

Serving as a liaison between the Chairman and the independent directors;

•

Approving and including information sent to the Board and working to ensure that the directors have information necessary to perform their duties;

•

Approving agendas for meetings of the Board and its committees (if the Lead Independent Director directs that an item(s) be included on the agenda, such item(s) will be included);

•

Approving schedules for Board meetings to assure that there is sufficient time for discussion of all agenda items;

•

Having the authority to call meetings of the independent directors;

•

Recommending to the Chairman the retention of consultants, as necessary, who report directly to the Board;

•

Coordinating, developing the agenda for and moderating executive sessions of the Board’s independent directors;

•

Evaluating, along with the members of the Executive Compensation Committee and the Board, the performance of the Chief Executive Officer and Chief Financial Officer, and meeting with such officers to discuss the Board’s evaluations;

•

Recommending to the Chairman of the Nominating and Corporate Governance Committee the membership of the various Board committees, as well as selection of the committees’ chairs;

•

If requested by large stockholders, ensuring that he or she is available for consultation and direct communication; and

•

Such other duties and rights as the Board may from time to time authorize.

This excerpt taken from the SWY DEF 14A filed Apr 4, 2007.

Lead Independent Director

The Guidelines provide that the Company’s independent directors will elect annually a Lead Independent Director to perform certain functions. The independent directors elected Paul Hazen to serve as the Lead Independent Director for 2007. In addition to the duties all Board members have, the specific responsibilities of the Lead Independent Director include:

(a)

Presiding at all meetings of the Board at which the Board’s Chairman is not present, including executive sessions of the independent directors;

(b)

Serving as a liaison between the Chairman and the independent directors;

(c)

Approving and including information sent to the Board and working to ensure that the directors have information necessary to perform their duties;

(d)

Approving agendas for meetings of the Board and its committees (if the Lead Independent Director directs that an item(s) be included on the agenda, such item(s) will be included);

(e)

Approving schedules for Board meetings to assure that there is sufficient time for discussion of all agenda items;

(f)

Having the authority to call meetings of the independent directors;

(g)

Recommending to the Chairman the retention of consultants, as necessary, who report directly to the Board;

(h)

Assisting the Board or the Nominating and Corporate Governance Committee, as appropriate, and the Company’s executives in assuring compliance with and implementation of the Guidelines;

(i)

Coordinating, developing the agenda for, and moderating executive sessions of the Board’s independent directors;

(j)

(k)

Recommending to the Chairman of the Nominating and Corporate Governance Committee the membership of the various Board committees, as well as selection of the committees’ chairs;

(l)

If requested by large stockholders, ensuring that he/she is available for consultation and direct communication; and

(m)

Such other duties and rights as the Board may from time to time authorize.

This excerpt taken from the SWY DEF 14A filed Apr 12, 2006.

Lead Independent Director

The Guidelines provide that the Company’s independent directors will elect annually a Lead Independent Director to perform certain functions. The independent directors elected Paul Hazen to serve as the Lead Independent Director for 2006. In addition to the duties that all Board members have, the specific responsibilities of the Lead Independent Director include:

(a)

Presiding at all meetings of the Board at which the Board’s Chairman is not present, including executive sessions of the independent directors;

(b)

Serving as a liaison between the Chairman and the independent directors;

(c)

Approving and including information sent to the Board and working to ensure that the directors have information necessary to perform their duties;

(d)

Approving agendas for meetings of the Board and its committees (if the Lead Independent Director directs that an item(s) be included on the agenda, such item(s) will be included);

(e)

Approving schedules for Board meetings to assure that there is sufficient time for discussion of all agenda items;

(f)

Having the authority to call meetings of the independent directors;

(g)

Recommending to the Chairman the retention of consultants, as necessary, who report directly to the Board;

(h)

Assisting the Board or the Nominating and Corporate Governance Committee, as appropriate, and the Company’s executives in assuring compliance with and implementation of the Corporate Governance Guidelines;

(i)

Coordinating, developing the agenda for, and moderating executive sessions of the Board’s independent directors;

(j)

(k)

Recommending to the Chairman of the Nominating and Corporate Governance Committee the membership of the various Board committees, as well as selection of the committees’ chairs;

(l)

If requested by large stockholders, ensuring that he/she is available for consultation and direct communication; and

(m)

Such other duties and rights as the Board may from time to time authorize.

This excerpt taken from the SWY DEF 14A filed Apr 12, 2005.

Lead Independent Director

The Guidelines provide that the Company’s independent directors will elect annually a Lead Independent Director to perform certain functions. The independent directors elected Mr. Paul Hazen to serve as the Lead Independent Director for 2005. In addition to the duties of all Board members, the specific responsibilities of the Lead Independent Director include:

(a)

presiding at all meetings of the Board at which the Board’s Chairman is not present, including executive sessions of the independent directors;

(b)

acting as principal liaison between the Chairman and the independent directors;

(c)

approving information sent to the Board and working to ensure that the directors have information necessary to perform their duties;

(d)

providing the Chairman with input as to the preparation and agendas for Board and Committee meetings;

(e)

approving schedules for Board meetings to assure that there is sufficient time for discussion of all agenda items;

(f)

coordinating and moderating meetings of the independent directors;

(g)

if requested by large stockholders, ensuring that he is available for consultation and direct communication; and

(h)

recommending the retention of consultants, as necessary, who will report directly to the Board.

In performing the duties described above, the Lead Independent Director is expected to consult with and solicit the participation of the chairs of the appropriate Board committees.

EXCERPTS ON THIS PAGE:

DEF 14A	Mar 27, 2009

DEF 14A	Apr 2, 2008

DEF 14A	Apr 4, 2007

DEF 14A	Apr 12, 2006

DEF 14A	Apr 12, 2005

Safeway (SWY)

SWY » Topics » Lead Independent Director

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