Hammick

Belda

Mazankowski

Three companies announced lead director appointments in recent weeks, while another re-elected its lead director. Such appointments are considered the "next best thing" to the separation of chairman and CEO roles; in fact, the Conference Board and several proxy voting recommendation services have urged companies to name an independent director to the lead director post if the CEO also holds the chairman title.

As Compliance Week reported last week, $5.8 billion energy company Dynegy appointed Patricia Hammick as lead director. Hammick, a director since April 2003, will preside over regular executive sessions of Dynegy's independent directors, as well as providing advice and counsel to the chairman, helping develop board meeting agendas, and acting as liaison between board and chairman.

Similarly, $94.7 billion financial services company Citigroup announced the adoption of a resolution designating the chair of its board's nomination and governance committee as lead director. Alain Belda, chairman and CEO of Alcoa, will have authority to call meetings of the independent directors, and will be available for consultation and direct communication with major shareholders. Calgary, Alberta-based Shaw Communications Inc., a $1.5 billion cable TV operator traded on the Toronto and New York stock exchanges, appointed former Canadian parliament member Don Mazankowski to the position of lead director. Mazankowski has served as an independent director with Shaw since 1993, and is currently chairman of the board's governance committee.

And lastly, $46.2 billion financial services company Freddie Mac announced that retired PricewaterhouseCoopers Chairman Shawn O'Malley would be re-appointed as lead or "presiding" director, a position he has held since Richard Syron become chairman and CEO on Dec. 31, 2003.

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