Lennox International  

Home

 

 

Board of Director Qualification Guidelines

 

Qualified candidates for director are those who, in the judgment of the Governance Committee, possess all of the personal characteristics and a sufficient mix of the business attributes described below to assure effective service on the Board. Qualifications required of individuals for consideration for Board membership will vary according to the particular area of expertise being sought as a compliment to the existing board composition at the time of any vacancy. In evaluating potential new directors, the Governance Committee shall consider the following factors, in addition to those other factors that the Governance Committee deems relevant:

  • Personal characteristics of a Board candidate considered by the Governance Committee shall include: leadership; integrity; interpersonal skills and effectiveness; accountability and high performance standards.

  • Business attributes of a Board candidate considered by the Governance Committee shall include: high levels of leadership experience in business; substantial knowledge of issues faced by publicly traded companies; experience in positions demonstrating expertise, including on other boards of directors; financial acumen; industry and Company knowledge; diversity of view points; international markets and strategic planning.

  • Independence: The Governance Committee shall consider the requirements of independence under the standards of independence adopted by the Board, as well as the rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission.

  • Professional Responsibilities: In discharging their obligation as a member of the Board, the Governance Committee shall assess a potential new director’s: willingness to commit the time required to fully discharge their responsibilities; commitment to attend meetings; ability and willingness to represent the stockholders’ long and short-term interests; awareness of LII’s responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and willingness to advance their opinions, but once a decision is made by a majority of the Board, a willingness to support the majority decision assuming questions of ethics or propriety are not involved.

  • Governance Responsibility: The Governance Committee shall consider a potential new director’s ability to understand, and have demonstrated through past experience, the ability to distinguish between the roles of governance and management.

  • Availability and Commitment: The Governance Committee shall consider a potential new director’s number of commitments existing or contemplated to other entities.


 

 

 

 

 

© Copyright Lennox International Inc., 1999-2008. All rights reserved.