NON-EXEC. CHAIR RESPONSIBILITIES
Published on November 21, 2005
EXHIBIT 99.1
Deluxe Corporation
Non-Executive Chair Responsibilities
In addition to the duties of all Board members as set forth in the Companys Corporate Governance Guidelines, the specific responsibilities of the Non-Executive Chairman are as follows:
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Ensuring that the respective responsibilities of the Board and management
are understood, and that the boundaries between Board and management responsibilities are respected;
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Working with the CEO to develop an appropriate schedule of Board meetings,
seeking to ensure that the Board can perform its duties responsibly while recognizing and supporting the operational demands of
the Company;
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Working with the CEO and Board members to develop the agendas for the Board
meetings;
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Confer with the CEO and Corporate Governance Committee regarding
recommendations regarding the staffing of the Boards committees and the selection and rotation of committee
chairs;
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Chairing all meetings of the Board and presiding at all shareholder
meetings;
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Assess and advise the CEO as to the quality, quantity and timeliness of the
flow of information from Company management that is necessary for the Board to effectively and responsibly perform its duties.
Although Company management is responsible for the preparation of materials for the Board, the Non-Executive Chairman will
consider requests from any Board member regarding the inclusion of specific information in such material and all directors
maintain the right to communicate directly with members of management;
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Recommend to the Board the retention of consultants who report directly to
the Board on board matters (as opposed to Committee consultants);
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Upon recommendation of the Corporate Governance Committee, interview Board
candidates that are proposed to be presented to the Board for consideration;
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Coordinate, develop the agenda for, and preside at executive sessions of the
Boards independent directors, and communicate to the CEO the substance of the discussions occurring at such sessions; act as
principal liaison between the independent directors and the CEO on sensitive issues, although any independent director maintains
the right to communicate directly with the CEO on any matter;
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Together with the Chair(s) of the Compensation and Corporate Governance
Committees, and such other directors as they deem appropriate, meet with the CEO to discuss the Boards evaluation of the
CEOs performance;
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In conjunction with the Chair of the Corporate Governance Committee, address
all issues relating to the performance of individual directors.