Corporate governance guidelines

The Board of Directors has adopted the following guidelines in furtherance of its continuing efforts to enhance its corporate governance. The Board will review and amend these guidelines as it deems necessary and appropriate.


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1.0 Board size

2.0 Number, structure and functions of committees

3.0 Presiding director

4.0 Board meetings

5.0 Agenda items

6.0 Briefing information

7.0 Presentations by management

8.0 Executive sessions

9.0 Reports by the committees to the board

10.0 Director qualifications, responsibilities, orientation and continuing education

11.0 Candidates

12.0 Director independence

13.0 Change in position

14.0 Retirement age

15.0 Director compensation and stock ownership

16.0 Board and committee self-evaluation

17.0 Access to senior management and independent advisors

18.0 Interaction with third parties

19.0 Evaluation of the CEO

20.0 Management resources and succession

Appendix A. Independence standards

A director is considered independent if the Board makes an affirmative determination after a review of all the relevant information that the director has no material relationship with the Company. The Board has established the following standards to assist it in assessing director independence.

  1. A director will not be considered independent if:
    1. The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer, of the Company;
    2. The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). Compensation received by an immediate family member for service as an employee of the company (other than an executive officer) does not preclude a determination of independence for the director;
    3. (A) The director or an immediate family member is a current partner of a firm that is the Company's internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (D) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company's audit within that time;
    4. The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present executive officers at the same time serves or served on that Company's compensation committee; or
    5. The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues;

    in each case in accordance with the corporate governance standards of, and any related commentary and guidance from, the New York Stock Exchange.
  2. Relationships of the following types will not be considered material relationships that would impair a director's independence:
    1. Payments between the Company and any other company at which a director is a current employee or an immediate family member of a director is a current executive officer, if such payments are less than the threshold set forth above in section 1(v);
    2. Contributions by the Company to any tax exempt organization at which a director serves as an executive officer, director, trustee or equivalent, if within the preceding three years, such contributions did not exceed the greater of $1 million or 2% of such organization's consolidated gross revenues;
    3. Relationships between any extended family member of a director (i.e., not an immediate family member) and the Company or its external auditor;
    4. Membership in, or association with, the same professional association, social, educational, fraternal or religious organization, club or institution, as an executive officer or another director of the Company;
    5. Service on the board of another company at which an executive officer or another director of the Company also serves as a board member, except as set forth in section 1(iv) above; and
    6. Employment by a director at another company, or service on the board of another company by a director, where the external auditor for such other company is also the external auditor for the Company.

    Immediate Family Member. An "immediate family member" includes a director's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the director's home.

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