However, the Board would be willing to go to a somewhat larger size in order to accommodate the availability of an outstanding director. All of the guidelines contain a number of policies concerning board structure intended to further board independence. All but two contain a definition of independence. The definitions, however, vary considerably. Two go further, stating affirmatively that the positions of chairman and CEO are to be held by the same person, except in unusual circumstances.
None expressly requires the roles to be separate or the chairman to be a nonemployee director.
Outside directors meet in executive session when appropriate and the Board Organization Review and Nominating Committee provides an adequate forum should special concerns arise which require the attention of non-employee directors. By contrast, GM and Campbell Soup provide that whenever the chairman is also the CEO, a lead director will be designated. Three guidelines do not address the issue. But, the Board believes that Management should encourage senior managers to understand that Board membership is not necessary or a prerequisite to any higher Management position in the Company. This policy would presumably be subject to any policy requiring a minimum number of independent directors.