CORPORATE GOVERNANCE > CHARTER OF THE LEAD INDEPENDENT DIRECTOR

Elizabeth Arden, Inc. (the "Company") shall have a Lead Independent Director who shall be an independent director as defined by applicable NASDAQ rules and the Company's Corporate Governance Guidelines and Principles (the "Governance Guidelines") and shall be elected annually by the independent directors of the Board of Directors of the Company (the "Board"). The Lead Independent Director is responsible for coordinating the activities of the independent directors and shall perform such other duties and responsibilities as the Board may determine. In addition to the duties of all Board members as set forth in the Governance Guidelines, the specific responsibilities of the Lead Independent Director are as follows:

  • Act as the principal liaison between the independent directors of the Board and the Chairman of the Board;
  • Develop the agenda for and preside at executive sessions of the Board's independent directors;
  • Advise the Chairman of the Board as to an appropriate schedule for Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of Company operations;
  • Approve with the Chairman of the Board the agenda for Board and Board Committee meetings and the need for special meetings of the Board;
  • Advise the Chairman of the Board as to the quality, quantity and timeliness of the information submitted by the Company's management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;
  • Recommend to the Board the retention of advisors and consultants who report directly to the Board;
  • Interview, along with the chair of the Nominating and Corporate Governance Committee, all Board candidates, and make recommendations to the Nominating and Corporate Governance Committee;
  • Assist the Board and Company officers in better ensuring compliance with and implementation of the Governance Guidelines;
  • Serve as Chairman of the Board when the Chairman is not present; and
  • Serve as a liaison for consultation and communication with shareholders.