Global Ship Lease
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Board of Directors
The Board of Directors is responsible for the stewardship of GSL and for the supervision of management and the affairs of the Company.
The principal functions and responsibilities of the Board, whether directly or through delegation to the Board Committees include:
Overseeing management including adopting a succession planning process, participating in the selection, appointment, development, evaluation and compensation of senior officers, promoting a culture of integrity consistent with the Code of Business Conduct and Ethics and periodically reviewing GSL's Code of Business Conduct and Ethics
Overseeing the reliability and integrity of the accounting principles and practices and the disclosure principles and practices followed by management
Overseeing the integrity of GSL's internal controls and management information systems by adopting appropriate internal and external audit and control systems
Overseeing the reliability and integrity of the accounting principles and practices and the disclosure principles and practices followed by management
Overseeing the integrity of GSL's internal controls and management information systems by adopting appropriate internal and external audit and control systems
Identifying major risks which might impact the Company and ensuring systems are in place to manage those risks
Adopting a strategic planning process whereby management develops and proposes, and the Board reviews and approves, significant corporate strategies and objectives
Overseeing GSL's continuous disclosure program and periodically reviewing and approving any significant changes to GSL's Disclosure Policy
Overseeing the development of the Company's approach to corporate governance including reviewing and approving any changes to GSL's Corporate Governance Guidelines
Adopting a strategic planning process whereby management develops and proposes, and the Board reviews and approves, significant corporate strategies and objectives
Overseeing GSL's continuous disclosure program and periodically reviewing and approving any significant changes to GSL's Disclosure Policy
Overseeing the development of the Company's approach to corporate governance including reviewing and approving any changes to GSL's Corporate Governance Guidelines
The following table sets out information regarding GSL's directors, the majority of whom are independent. Our articles of incorporation provide for a Board of Directors serving staggered, three-year terms. The term of Term I directors expires at the first annual meeting of stockholders, the term of Term II directors expires at the second such meeting and the term of Term III directors at the third meeting.
| Name | Position |
| Michael S. Gross | Term III Director, Chairman of the Board |
| Howard Boyd | Term II Director |
| Angus R. Frew | Term II Director |
| Guy Morel | Term I Director |
| Jeffrey D. Pribor | Term I Director |
Michael S. Gross
was chairman, chief executive officer and secretary of Marathon Acquisition Corp. from its inception until its merger with Global Ship Lease. Since July 2006, Mr. Gross has been co-chairman of the investment committee of Magnetar Financial LLC, an investment manager, and a senior partner in Magnetar Capital Partners LP, the holding company for Magnetar Financial LLC. Since March 2007, Mr. Gross has served as chairman, chief executive officer and managing member of Solar Capital, LLC. In such capacities, Mr. Gross heads Magnetar Financial LLC’s credit and private investment business. Between February 2004 and February 2006, Mr. Gross was the president and chief executive officer of Apollo Investment Corporation, a publicly traded business development company that he founded and on whose Board of Directors and investment committee he served as chairman from February 2004 to July 2006, and was the managing partner of Apollo Investment Management, L.P., the investment adviser to Apollo Investment Corporation. From 1990 to February 2006, Mr. Gross was a senior partner at Apollo Management, L.P., a private equity firm that he founded in 1990 with five other persons. In addition, from 2003 to February 2006, Mr. Gross was the managing partner of Apollo Distressed Investment Fund, an investment fund he founded to invest principally in non-control oriented distressed debt and other investment securities of leveraged companies. Mr. Gross currently serves on the boards of directors of Saks, Inc., United Rentals, Inc., Alternate Asset Management Acquisition Corp. and Jarden Corporation.GSL © 2008