POLICY ON ROLES AND RESPONSIBILITIES OF THE CHAIRMAN OF THE BOARD (View PDF)
Command Center, Inc.
POLICY ON ROLES AND RESPONSIBILITIES OF THE CHAIRMAN OF THE BOARD
The principal role of the Chairman of the Board of Command Center, Inc. is to manage and to provide leadership to the Board of Directors of the Company. The Chairman is accountable to the Board and acts as a direct liaison between the Board and the management of the Company, through the Chief Executive Officer ("CEO"). The Chairman acts as the communicator for Board decisions where appropriate.
The Chairman shall be selected by the Board annually from among its members and shall serve for a period of one year or until his successor is elected. Understanding that separation of the roles of Chairman and CEO is an important element of strong corporate governance, the Board is committed to appointing a Chairman who is not also CEO.
Furthermore, the Board believes that the Chairman should be independent from management and free from any interest and any business or other relationships which could interfere with the Chairman’s independent judgment other than interests resulting being a shareholder and Director of the Company. Consequently, the Chairman should be independent, based upon the standards for determining independence as adopted by the Board in the Corporate Governance Guidelines.
The duties and responsibilities of the Chairman are expected to include the following:
1. To act as a liaison between management and the Board;
2. To provide independent advice and counsel to the CEO;
3. To keep abreast generally of the activities of the Company and its management;
4. To ensure that the Directors are properly informed and that sufficient information is provided to the Directors;
5. In concert with the CEO, to develop and set the agendas for meetings of the Board;
6. To act as chair at meetings of the Board;
7. To recommend an annual schedule of the date, time and location of Board and Committee meetings;
9. To sit on other Committees of the Board where appropriate as determined by the Board;
10. To call special meetings of the Board if and when necessary;
11. In concert with the CEO, to determine the date, time and location of the annual meeting of shareholders and to develop the agenda for the meeting;
12. To recommend to the Board, after consultation with the Directors and management, the appointment of members of the Committees of the Board;
13. To assess and make recommendations to the Board annually regarding the effectiveness of the Board as a whole, the Committees of the Board and individual Directors;
14. To ensure that regularly, upon completion of the ordinary business of a meeting of the Board, the Directors hold discussions without management present; and
15. To perform all duties as set forth in the Bylaws.
This Policy on Roles and Responsibilities may be amended or modified only by the Board. From time to time and at least annually, the Chairman shall review this Policy and recommend such amendments or modifications as he shall see fit for the Board to review, consider and discuss.