This template may be used by an issuer to draft the board leadership disclosures required by its annual proxy statement, and assumes that a company has separated the chairman and CEO roles. Item 407(h) of Regulation S-K requires that companies make certain disclosures about their board leadership structure in their annual proxy statements. This template includes practical guidance, drafting notes, and optional clauses. Keep in mind that this template provides one possible corporate governance structure and a related disclosure. The company charter may require an independent Chairman, a lead director, both, or be silent as to the issue. The appointment process and responsibilities of each executive and board leader vary across companies and are context specific, requiring the below disclosure to be carefully tailored. Keep in mind that the disclosure must comply with Item 407(h) of Regulation S-K, and state: • Whether the board is led by the CEO or some other person • Whether the ...