Role and Responsibilities of Non-Executive Chairman of the Board

Flowserve Corporation
Role and Responsibilities of Non-Executive Chairman of the Board

  • Provides leadership to the Board
  • Provides support and advice to the CEO
  • Maintains the authority to call meetings of the Board of Directors and meetings of the independent Directors
    • Promotes effective communication on developments occurring between Board meetings
  • Presides over:
    • Meetings of the Board of Directors
    • Executive sessions of the independent Directors without management present
    • Annual and special meetings with shareholders
  • Briefs the CEO on issues and concerns arising in the executive sessions of the Board
  • Organizes the work of the Board
    • Establishes the annual schedule of the Board
    • Establishes the agendas for all Board meetings in collaboration with the CEO
    • Consults with all Directors concerning Board agendas and information provided to the Board
  • Helps enable access to information to help the Board to monitor the Company’s performance and the performance of management
    • Facilitates communication between and among the independent directors and management
    • Oversees the distribution of information to Directors
  • Coordinates periodic Board input and review of management’s strategic plan for the Company
  • Works with the Chairman of the Corporate Governance and Nominating Committee (“Governance Committee”) with respect to the recruitment, selection and orientation of new Board members and committee composition
  • Oversees the Organization and Compensation Committee’s development of appropriate objectives for the CEO and monitors performance against those objectives
  • Coordinates and chairs the annual Board performance review of the CEO and communicates results to the CEO
  • Leads the Board’s review of the succession plan for the CEO and other key senior executives
  • Coordinates the Board’s self-assessment and evaluation processes
  • Attends all Committee meetings ex officio and serves as a member of Governance Committee and such other Committees as assigned by the Board