Communication and Counsel to the Board

The President may not permit the Board to be inadequately informed.

Accordingly, the President may not:

1. Neglect to submit monitoring data required by the Board in a timely, accurate and understandable fashion, directly addressing provisions of the Board policies being monitored.

2. Fail to make the Board aware of relevant trends, anticipated adverse media coverage, actual or anticipated legal actions, or material external and internal changes, particularly changes in the assumptions upon which any Board policy has previously been established.

3. Fail to advise the Board if, in the President’s opinion, the Board is not in compliance with its own policies on Governance Process and Board-Staff Relationship, particularly in the case of Board behavior which is detrimental to the working relationship between the Board and the President.

4. Present information in unnecessarily complex or lengthy form or that is knowingly inaccurate, incomplete or untimely.

5. Fail to provide a mechanism for official board, officer or committee communications.

6. Fail to deal with the Board as a whole except when fulfilling individual requests for information, or responding to officers or committees duly charged by the Board.

7. Fail to report in a timely manner an actual or anticipated non-compliance with any policy of the Board.