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Corporate Governance – Lead Independent Director

Corporate Governance – Lead Independent Director

The selection of a strong and empowered Lead Independent Director is a critical element of our corporate governance. Upon the recommendation of the Governance and Nominating Committee, our Lead Independent Director is elected annually by the independent directors. Our Lead Independent Director is currently Ms. Hackett. Under Ms. Hackett’s leadership, the Board has developed a culture of collaboration, diligence and mutual respect that allows it to work effectively to provide the necessary oversight and effective challenge to management. The Lead Independent Director's responsibilities include: 

Board Leadership

  • Organizing and presiding over executive sessions
  • Setting the agendas for and leading executive sessions
  • Has authority to call meetings of the independent directors
  • Soliciting feedback for and engaging the CEO on executive sessions
  • Advising the Chairman of the Board on the retention of advisors and consultants who report directly to the Board
  • Advising the Governance and Nominating Committee and the Chairman of the Board on the membership of Board committees and selection of committee chairs
  • Acting as a key advisor to the CEO on a wide variety of Company matters


Board Culture

  • Serving as liaison between the Chairman of the Board and the independent directors
  • Facilitating discussion among the independent directors on key issues and concerns outside of Board meetings
  • Ensuring Board discussions demonstrate effective challenge of management
  • Facilitating teamwork and communication among the independent directors
  • Fostering an environment that allows for engagement and commitment of Board members


Board Meetings

  • Approving meeting agendas for the Board
  • Approving information sent to the Board
  • Approving meeting schedules and working with the Chairman of the Board and committee chairs to assure there is sufficient time for discussion of all agenda items
  • Presiding at all meetings of the Board at which the Chairman of the Board is not present


Performance and Development

  • Leading the annual performance assessment of the CEO
  • Facilitating the Board’s engagement with the CEO and CEO succession planning
  • Leading the Board’s annual self-assessment and recommendations for improvement, if any


Stockholder Engagement

  • If requested by larger stockholders, ensuring that he or she is available for consultation and direct communication
  • Reviewing stockholder communications addressed to the full Board, to the Lead Independent Director, or to the independent directors, as appropriate


For more information about the role and responsibilities of the Lead Independent Director at Capital One, please see our Corporate Governance Guidelines.