Lead Independent Director
CORESITE REALTY CORPORATION
AMENDED AND RESTATED
LEAD INDEPENDENT DIRECTOR CHARTER
(Adopted May 16, 2012)
The Board of Directors believes that the Chairman of the Board of Directors (the “Chairman”) is independent, as “independence” is defined by the rules and regulations of a New York Stock Exchange listed company. The Board of Directors also recognizes that in most all circumstances the interests of the holders of units in the Company’s operating partnership are aligned with those of the holders of the Company’s common stock and other securities. In circumstances where the Chairman may have a conflict or the appearance of a potential conflict, the Board of Directors considers it to be useful and appropriate to designate a Lead Independent Director to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board of Directors may determine. The Board of Directors will appoint annually an independent director to serve as a Lead Independent Director for such matters at such times as the Board of Directors determines that the Chairman may have a conflict or a potential conflict. The Board of Directors shall have the authority to appoint or remove the Lead Independent Director.
RESPONSIBILITIES AND DUTIES:
The specific responsibilities of the Lead Independent Director when acting in such capacity shall be as follows:
- Consult with the Chairman as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with ongoing company operations;
- Consult with the Chairman regarding the information, agenda and schedules of the meetings of the Board of Directors and Board Committees;
- Advise the Chairman as to the quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the non-employee directors to effectively and responsibly perform their duties;
- Recommend to the Board of Directors and the Board Committees the retention of advisers and consultants who report directly to the Board of Directors;
- Call meetings of the non-employee directors, as appropriate;
- Serve as chairman of the sessions of the non-employee directors;
- Serve as principal liaison between the non-employee directors and the Chairman and between the non-employee directors and senior management;
- Ensure that the non-employee directors have adequate opportunities to meet and discuss issues in sessions of the non-employee directors without management present;
- Communicate to management, as appropriate, the results of private discussions among independent directors;
- Chair the meetings of the Board of Directors when the Chairman is not present;
- Respond directly to stockholder and other stakeholder questions and comments that are directed to the Lead Independent Director or to the independent directors as a group, with DC\1336116.1 such consultation with the Chairman and other directors as the Lead Independent Director may deem appropriate; and
- Perform such other duties as the Board of Directors may from time to time delegate.
The General Counsel of the Company and the Corporate Secretary will provide support to the Lead Independent Director in fulfilling the Lead Independent Director’s role, including with regard to advice and counsel as may be requested by the Lead Independent Director or the non-employee Board members, the engagement of outside advisers and consultants who report directly to the Board of Directors, and otherwise as requested. The Lead Independent Director may retain and consult with outside counsel and other advisors as he or she deems appropriate in fulfilling the Lead Independent Director role.
On an annual basis, the Lead Independent Director, in consultation with the Nominating and Corporate Governance Committee shall review the adequacy of this Charter, and recommend to the Board of Directors any modifications or changes hereto for approval by the Board of Directors.
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