Explain the role of the lead independent director to enhance Board Effectiveness.

The lead independent director is a highly versatile and act as an intermediary between the chair, the board and the board's stakeholders. The lead independent director must keep a keen eye on whether the chair is performing their role to the board's satisfaction without losing objectivity or independence. They monitor the relationship between the Chair and the CEO, and ensure that it is a well- functioning working relationship without becoming too close or powerful. The lead independent director also coordinates the activities of other non-employee directors and advises the chairman on issues ranging from the schedule of board meetings to recommending retention of advisors and consultants to the management. Role of the lead independent director Acts as the principal liaison between the independent directors of the Board and the Chairman of the Board; Develops the agenda for and preside over executive sessions of the Board's independent directors; Advises the Chairman of the Board regarding appropriate schedule for Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of Company operations; Approves with the Chairman of the Board the agenda for Board and Board Committee meetings and the need for special meetings of the Board; Advises the Chairman of the Board with respect to the quality, quantity and timeliness of the information submitted by the Company's management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties; Recommends to the Board on the retention of advisors and consultants who report directly to the Board; Interviews, along with the chair of the Nominating and Corporate Governance Committee, all Board candidates, and make recommendations to the Nominating and Corporate Governance Committee; Assists the Board and Company officers in ensuring better compliance with and implementation of the Governance Guidelines; Serves as Chairman of the Board when the Chairman is not present; and Serves as a liaison for consultation and communication with shareholders.