Ascena Retail Group names lead independent director, adopts new rules

Mahwah, N.J. - Ascena Retail Group Inc. has named board member Randy L. Pearce to the newly created role of lead independent director. As lead independent director, Pearce will preside at executive sessions of the independent directors, will serve as liaison between the independent directors and the chairman of the board and between the independent directors and senior management, and will call meetings of the independent directors.



The Ascena board has also adopted amendments to its by-laws that provide for a majority-voting standard for uncontested director elections. Any incumbent director who does not receive at least a majority of the votes will be required to tender his or her resignation to the board, which would then determine whether to accept the resignation.



In addition, the board adopted a set of corporate governance guidelines that include policies and procedures relating to the lead independent director role and the majority voting standard, as well as restrictions on hedging transactions and pledging transactions by directors and executive officers. Furthermore, the board has expanded the responsibilities of the Nominating Committee to include making recommendations relating to corporate governance matters, and has renamed it the Nominating and Corporate Governance Committee.