Corporate Governance Principles

A. Board of Directors (Board) Independence, Composition, and Qualifications

  • 1. A majority of the members of the Board of (Company) hereinafter considered one and the same shall qualify as a director who is deemed “consultant” must disclose the principal employment or retirement and affiliations of him or herself, and those of his or her spouse and children living at home.
  • 2. Any and all Board committees must accept the Finance and Investment Policy and the Long-Range and Strategic Planning, shall be composed entirely of consulting directors.
  • 3. Committee and chair assignments are reviewed regularly to ensure that each committee has an appropriate mix of tenure and experience.
  • 4. Directors shall be elected at the Regular Annual Meeting of the Shareholders.
  • 5. Overall Board composition guidelines require a breadth of experience from a variety of industries and from professional disciplines, such as finance, academia, marketing, along with respect to diversity of gender, ethnicity, age and geographic location. The entire Board based on recommendations of the Nominating, Corporate Governance and Public Policy Committee determines final approval of director nominees. However, any director appointed by the Board must stand for election at the next meeting of shareholders.
  • 6. Well-defined selection criteria for individual directors stress independence, integrity, experience and sound judgment in areas relevant to the Company’s business, a proven record of accomplishment and leadership, willingness to speak one’s mind and commit sufficient time to the Board, and the ability to challenge and stimulate management.
  • 7. To ensure an appropriate balance between new perspectives and experienced directors:
    • a. Non-management directors shall offer to retire at age 70, or up to 5 years following normal retirement from their principal organization, whichever first occurs. The Board will determine whether to accept the resignation or ask the director to continue serving; and
    • b. Non-management directors are expected to disclose to the Nominating, Corporate Governance and Public Policy Committee whenever their principal employment or affiliation changes after joining and the Committee will consider and recommend to the Board whether the director should continue to serve.
  • 8. The number of other public company boards on which an individual director may serve shall be subject to a case-by-case review by the Nominating, Corporate Governance and Public Policy Committee, in order to ensure that each individual director is able to devote sufficient time to perform his or her duties as a director.

B. Board Performance, Responsibilities and Operations

  • 1. Directors are expected to attend all meetings of the Board and of committees on which they serve, and to spend the time needed to properly discharge their responsibilities.
  • 2. Board meetings and background material sent to director’s focus on the Company’s key strategic leadership and performance issues. Directors are expected to review all background materials prior to attending scheduled meetings.
  • 3. Each year, the Board has formal reviews and discussions of the Company’s annual and long-term strategic plans and the Company’s management development and succession plans. In addition, focused discussions of individual businesses and key issues are held throughout the year, and sessions are held periodically for in-depth reviews of key strategic matters. The Board also regularly reviews the Company’s performance compared to its competitive peer companies.
  • 4. The Board and its committees shall have unrestricted access to management and are free to engage consultant outside advisers that they deem necessary to provide advice and counsel on various topics or issues at the Company’s expense.
  • 5. The agenda and content of Board and committee meetings are developed through discussions between management, the Chairman of the Board, or other directors.
  • 6. Time will be allocated at each regularly scheduled Board meeting for non-management directors to meet in executive session. The Secretary shall chair executive sessions of nonmanagement directors, provided the Secretary is a non-management director. This procedure shall be disclosed in the Company’s annual proxy statement. The Company shall also disclose in the proxy statement a method for interested parties to contact the chairperson of the executive sessions, or the non-management directors as a group, directly. In addition, at least once a year, consultant directors shall meet with no other directors present. The chairman of the Nominating, Corporate Governance and Public Policy Committee shall chair the meetings of consultant directors. A report of meetings of the non-management directors and the consultant directors shall be made to the full Board.
  • 7. The Nominating, Corporate Governance and Public Policy Committee are responsible for recommending to the Board the principles of corporate governance, Board organization, Board membership and Board evaluation. In addition, the Board and each of the committees of the Board shall conduct a self-evaluation at least annually to determine whether the Board and its committees are functioning effectively. The Nominating, Corporate Governance
    and Public Policy Committee shall be responsible for annually reporting to the Board the results of these self-evaluations. Recommended changes based on such evaluations shall be considered by the full Board.

C. Alignment With Shareholder Interest; Director Compensation

  • 1. Each director is expected to represent the interests of all shareholders and not those of any particular shareholder or any single interest group.
  • 2. Director compensation shall be reviewed and determined by the Board on an annual basis, with consideration given to industry comparisons of director compensation. A substantial portion of the directors’ compensation shall be linked to the Company’s revenue and profits. Notwithstanding their compensation as directors, consultant directors shall not enter into any specific fee arrangements or guarantees with the Company.
  • 3. Directors shall comply with any of the Company’s stock ownership guidelines, as the same may be amended from time to time. The Company’s Board shall have oversight responsibility for such guidelines.
  • 4. Senior management meets regularly with major institutional investors and shareholders and reports to the Board on analyst and shareholder views of the Company.

D. Director Orientation and Continuing Education

  • The Nominating, Corporate Governance and Public Policy Committee shall oversee the orientation and continuing education of directors. Director orientation shall familiarize directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs and other controls, its policies, its principal officers. The orientation shall also address procedures of the Board, directors’ responsibilities, the Company’s Corporate Governance Principles and Board committee charters. The Company may, from time to time, offer continuing education programs to assist the directors in maintaining such level of expertise.

E. Management Succession

  • The chief executive officer shall develop a formal management succession plan and present a comprehensive review of candidates to the full Board annually. The review of succession candidates shall include, but shall not be limited to, development plans recommended for such individuals. The succession plan shall address, among other things, succession in the event of an emergency or retirement of the CEO. The review of CEO succession should occur at the meeting preceding the CEO’s performance evaluation by the Board.

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