Guidelines for Corporate Governance



·                     Director Independence. Members of the Board of Directors other than the Chief Executive Officer shall be “independent” within the meaning of the rules of The NASDAQ Stock Market, Inc. as in effect from time to time (the “independent directors”), except that not more than two directors may have non-employment relationships that disqualify them as being independent under such rules, if the independent directors approve such relationship after full disclosure of the relationship.

·                     Director Qualifications. Directors shall be recommended by the Governance Committee for election or nomination based on their experience and capabilities in areas believed by the Committee to be of particular significance to the long-term creation of value for the shareholders, and on proven success in business environments, high levels of commitment, adequate availability, and high levels of integrity and sensitivity to current business and corporate governance trends. Prior to recommendation by the Governance Committee, prospective directors shall have personal meetings with each member of the Governance Committee, and with other members of the Board as is reasonably feasible.

·                     Service on Other Boards. The CEO shall not serve on more than one other public-company board of directors, other fully employed directors shall not serve on more than two other public-company boards, and no director shall serve on more than three other public-company boards.

·                     Director Responsibilities. All directors are expected to participate in all Regular Meetings of the Board and Committees of which they are members, and in the Annual Meeting of Shareholders, except in cases of illness, family emergency or other unusual exigencies, and to participate in all other Board and Committee meetings and activities to the extent reasonably feasible. Directors are expected to review and be familiar with materials circulated in advance of Board and Committee meetings. Directors are also expected to comply with the Company’s Code of Ethics and with Company and applicable legal restrictions and procedures related to the trading of the Company’s securities.

·                     Director Compensation. Director compensation shall be determined by the Board based on recommendations of the Governance Committee, after consideration of director compensation programs at other companies of similar size and comparable businesses.

·                     Director Orientation and Training. Each new director shall receive an orientation into each of the Company’s principal businesses, to include its business plan and meetings with its senior officers, as well as information about the Company’s Governance Guidelines, the roles of its Committees, and its Code of Ethics, as well as concerning other areas of particular relevance to the director based on his or her individual qualifications or prospective Committee responsibilities. The Company shall regularly provide third-party updates on current developments and issues related to director roles and standards, and shall pay reasonable costs of training programs believed by a director to be relevant and important to his or her responsibilities as a director.

·                     Committees. The Board shall maintain Audit, Compensation and Governance Committees having responsibilities typical of such committees at respected public companies, and solely comprising independent directors. Other Committees may be established in the discretion of the Board.

·                     Chairman of the Board. The Chairman of the Board shall be a director other than the CEO, and shall approve agendas for Board meetings, shall chair Board meetings and separate meetings of the non-employee directors, and shall be the CEO’s regular contact for initiating Board-level consideration of matters that arise between Board meetings.

·                     Executive Sessions of the Independent Directors. Not less frequently than each Regular Meeting of the Board, the independent directors shall conduct private sessions outside the presence of the CEO or other management personnel.

·                     Officer Compensation. Executive officer compensation, including benefits and equity grants, shall be determined by the Board based upon recommendations of the Compensation Committee.

·                     Director and Officer Stock Ownership. Directors and executive officers are encouraged to accumulate financial exposure to the Company’s shares at levels significant to their individual circumstances. The Company will maintain equity-based compensation programs to assist in this accumulation process.

·                     Board Access to Management and Advisers. While the CEO is typically the primary contact point between directors and management, each director shall have the right to discuss the Company’s business affairs with other executive officers, and with other personnel as appropriate to the effective discharge of specific Committee responsibilities. The Board and its Committees shall have the right to consult with independent professional advisers of their choosing with respect to their Board responsibilities, at the Company’s expense.

·                     Shareholder Access to Directors. The Company shall maintain a process by which shareholders may communicate with directors.

·                     Board Self-Evaluation. The Board shall conduct annual self-evaluations of its performance and effectiveness.

·                     Management Selection. The CEO shall be selected by the independent directors, and the CEO’s selection of other corporate officers, and of the general managers of principal business units, shall be subject to the approval of the independent directors.

·                     Management Succession. The Board shall regularly consider succession plans in the event of the resignation or unavailability of the CEO, and shall also regularly consider and discuss with the CEO his or her plans in the event of the resignation or unavailability of the principal officers reporting to the CEO. In each case, such consideration shall include consideration of processes for enhancing the ability of internal managers to assume higher levels of responsibility.