The Board will have a Lead Independent Director to preside over any meetings of the Board at which the Chairman is not present. The Lead Independent Director will have the authority to schedule meetings of the independent directors, including executive sessions of the independent directors; will facilitate communication between the Chairman and the independent directors; will review and have the opportunity to provide input on meeting agendas and meeting schedules for the Board; and will perform such other duties as the Governance and Directors Nominating Committee may from time to time establish. The Lead Independent Director will be an independent director recommended by the Committee and appointed by the Board annually (at the Board meeting immediately following Sinocomms' annual meeting of shareholders). The Lead Independent Director and the other independent directors will discuss from time to time as appropriate the need and agenda for private sessions. In any event, the independent directors will meet in private session at least twice each year. One such meeting will be to review the performance of the Chief Executive Officer and senior management of the Company.