Committees and Charters

Lead Director

The Operating Principles for the Board of Directors and Grainger's by-laws created the leadership position of Lead Director, to be elected annually by and from the Board's independent directors. Mr. Stuart L. Levenick was elected to serve as Lead Director after the April 2014 annual meeting of shareholders. Among the duties assigned to the Lead Director is the responsibility for:

• Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;
• Serving as the primary liaison between the Chairman and the independent directors;
• Reviewing and approving the types of information sent to the Board;
• Reviewing and approving meeting agenda for the Board to ensure that critical issues are included;
• Reviewing and approving meeting schedules to ensure that there is sufficient time for discussion of all agenda items;
• Conducting the Board's annual self-evaluation, including coordinating Board committee evaluations;
• Leading the Chairman/Chief Executive Officer evaluation and communicating to the Chairman/Chief Executive Officer the independent directors' annual evaluation of the Chairman/Chief Executive Officer's performance; and
• Calling meetings of the independent directors if appropriate.