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
