The non-management directors (directors other than Company officers) will meet in executive
session at least quarterly or more frequently as needed. At least once a year or more
frequently as needed, an executive session of only independent directors shall meet.
The independent directors shall annually, at the first executive session following the
annual meeting of shareholders, elect an independent director to be the Lead Director for
the year. There shall be no limit on the number of terms that one individual may serve as
Lead Director. The Lead Director shall:
- serve as a liaison between (1) the Chairman and the CEO (if a separate individual
from the Chairman) and (2) the independent directors;
- preside at all meetings of the Board at which the Chairman is not present, including
at executive sessions of non-management and independent directors;
- participate in, and is expected to attend, meetings of all of the Board’s committees
to enable optimal agenda coordination, insight and consistency across all
committees;
- communicate with the CEO (and the Chairman if individual is separate from the CEO)
to provide feedback and implement the decisions and recommendations of the
independent directors;
- establish the agenda for the executive sessions;
- consult with the Chairman and the CEO (if individual is separate from the Chairman)
as to the agendas for Board meetings (and approve those agendas), as well as the
information sent to the Board and the schedule of Board meetings to help assure that
there is sufficient time for discussion of all agenda items;
- conduct an annual process for reviewing the Chief Executive Officer’s performance
and report the results of the process to the other independent directors;
- receive communications from interested parties regarding concerns about State Street
and otherwise be available, where appropriate, for direct communications with major
shareholders; and
- perform such other functions as may be designated from time to time by the
independent directors.
The Lead Director is authorized to call meetings of the non-management or independent
directors and shall have the authority from time to time to designate an independent Board
member to act on behalf of the Lead Director if absent from the meeting or otherwise unable
to perform his or her responsibilities. The name of the then-current Lead Director will be
disclosed in the annual proxy statement.
The Board believes that management speaks for the Company. Individual Board members may,
from time to time, meet or otherwise communicate with various constituencies that are
involved with the Company. In particular, as noted above, the Lead Director is available,
where appropriate, for direct engagement with major shareholders. However, it is expected
that the Lead Director or other Board members would do this, absent unusual circumstances or
as contemplated by the committee charters, with the knowledge of management.