CORPORATE GOVERNANCE GUIDELINES
Corporate Governance Guidelines (the "Guidelines")
have been adopted by the Board of Directors (the "Board")
of the Company to assist the Board in the exercise of its
responsibilities. These Guidelines reflect the Board's
commitment to monitor the effectiveness of policy and
decision making both at the Board and management level, with
a view to enhancing shareholder value over the long term. The
Guidelines are subject to modification from time to time by
BOARD SIZE AND INDEPENDENCE
by-laws provide that the Board will have not less than 5 nor
more than 9 members. The Board will fix the exact number of
directors at any time after considering the recommendation of
the Nominating and Governance Committee.
of the directors shall be independent. For a director to be
independent, the Nominating and Governance Committee must
affirmatively determine that an individual is independent,
taking into account any applicable regulatory requirements
and such other factors as such Committee may deem
appropriate; provided, however, that there shall be a
"cooling off" period of at least three years,
during which former employees of the Company or of its
independent auditor shall not be deemed independent.
The Nominating and Governance
Committee has the responsibility for identifying and
recommending to the Board individuals to serve as directors
of the Company. Prior to making its recommendations for new
board members, such Committee shall discuss the
qualifications of the individuals being considered with other
directors and with the Chairman of the Board (or Lead
Director, if none) and Chief Executive Officer of the
The Nominating and Governance Committee
shall consider all director nominations annually.
independent director may serve on the Board for more than a
total of twelve (12) years (or eleven (11) years for the
current members of the Board commencing from the date these
Guidelines are adopted by the Board).
OF THE BOARD
Each member of the Board shall have
the responsibility to exercise his or her business judgment
in good faith and in a manner that he or she reasonably
believes to be in the best interests of the Company.
The Board shall meet at least quarterly
and may meet more frequently if the Chairman of the Board (or
Lead Director, if none) deems it appropriate.
Non-management directors shall meet without
management in regular executive sessions at each Board
meeting. The CommitteeChairman of the Board (or Lead
Director, if the Chairman of the Board is not independent or
otherwise not available) shall chair the meetings of the
Directors are expected to
attend all meetings of the Board and of the committees on
which they serve. Directors should devote the time and effort
necessary to fulfill their responsibilities. Information
important to directors' understanding of issues to come
before the Board or a committee will be provided sufficiently
in advance of the meeting to permit directors to inform
themselves. Directors are expected to review these materials
before the meeting.
Board utilizes an active committee structure. The Committees
are the Audit, Compensation and Nominating and Governance
Committees, each of which is to be chaired by, and comprised
entirely of, independent directors.
The Nominating and Governance
Committee is charged with recommending committee assignments
to the Board each year. In developing these recommendations,
it takes into account the background and experiences of the
individual members of the Board and the desirability of
rotating assignments in appropriate situations.
The Compensation Committee is
responsible for determining Board compensation. Management
reviews with the Compensation Committee on an annual basis
the status of Board compensation.
compensation is a combination of cash and Company stock
options or stock appreciation rights. Directors who are
employees receive no additional pay for serving as directors.
Director's compensation must be the sole remuneration from
the Company for members of the Audit, Compensation and
Nominating and Governance Committees.
The Chairman of the Board (or
Lead Director, if none), in consultation with other Board
members and senior management, develops the agenda for Board
meetings. The Chairperson of the applicable committee, in
consultation with the Chairman of the Board or Lead Director,
sets the agenda for committee meetings. In general, time at
Board meetings should focus on strategic and major potential
problem areas rather than on operational/reporting issues.
The Board expects to receive candid and timely information on
potential problems and be given an opportunity to discuss
strategic decisions before they are made.
ACCESS TO MANAGERS AND OUTSIDE ADVISORS
director may consult with any manager or employee of the
Company or with any outside advisor to the Company at any
time. If appropriate, it is expected that the director will
inform the Chairman of the Board (or Lead Director, if none)
when significant issues are being discussed.
Board, as well as each Committee of the Board, shall have the
right to retain, at the Company's expense, such outside
advisors as the Board or applicable Committee shall deem
Board shall dedicate a substantial portion of one meeting per
year to presentations by management and a discussion of the
Company's strategic plan. The Board also expects management
to periodically report to the Board on the Company's programs
and actions to implement the strategic plan.
Succession planning for the top
positions in the Company shall be an agenda item for at least
one Board meeting annually and shall include a discussion of
policies and principles for selection and performance review
and succession plan policies in the event of an emergency or
the retirement of the Chief Executive Officer of the Company.
OUTSIDE DIRECTORSHIPS BY DIRECTORS AND EXECUTIVE
Each director and executive officer
shall advise the Board, through the Secretary of the Company,
of all of his or her directorships in publicly held
companies. No director or executive officer may hold
directorships at more than five public companies in addition
to serving as a director of the Company, unless specifically
approved by the Board. The Board may further limit the number
of such directorships for any director or executive officer
if it believes that they will interfere with the director's
or executive officer's responsibilities to the Company.
No director may concurrently serve as a member
of the Board of Directors of any customer or competitor of
CHANGE IN DIRECTOR OCCUPATION
the event a director retires from his or her principal
occupation or employment, or substantially changes his or her
position, the director shall tender his or her resignation as
a director for consideration by the Nominating and Governance
Committee. The Nominating and Governance Committee will
evaluate the change based on a review of whether the
individual continues to satisfy the Board's membership
criteria in light of his or her new occupational status, and
recommend to the Board whether the director should continue
serving as a member of the Board.
ORIENTATION AND CONTINUING EDUCATION
will implement and maintain an orientation program for newly
elected directors. Directors are encouraged to continue
educating themselves with respect to international markets,
accounting and finance, leadership, crisis response, industry
practices, general management, and strategic planning.
ASSESSING THE BOARD’S PERFORMANCE
Board continuously assesses its performance through its
actions in guiding the affairs of the Company.
addition, the Board annually conducts a peer review of the
performance of individual directors. The Nominating and
Governance Committee of the Board is responsible for
overseeing this review and for providing to the full Board an
assessment of the Board's performance based on the results of
the review. This assessment includes an appraisal of the
Board's overall effectiveness and the areas in which the
individual directors believe the Board can most effectively
make an impact on the Company. The primary purpose of the
evaluation is to increase the effectiveness of the Board. The
Nominating and Governance Committee will also utilize the
results of this evaluation process to determine the
characteristics and critical skills to be required of
prospective candidates for election to the Board, and for
making recommendations to the Board concerning assignments of
Board members to various committees.
The operation of a Board of Directors is a
dynamic and evolving process and so these Corporate
Governance Guidelines need also to be periodically reviewed
and revised. While no guidelines can cover each and every
issue that may surface, we believe these principles set the
proper tone for the operation of the Board and will assist us
in fulfilling our obligations to the diverse group of owners
and other stakeholders of the Company.