The Board of Directors of Reader's Digest believes that the responsibility of Directors is to oversee the management of Reader's Digest. That responsibility includes:
-- Promoting the best interests of Reader's Digest and its stockholders in directing Reader's Digest's business and affairs;
-- Evaluating the performance of Reader's Digest and the Chief Executive Officer and taking appropriate action, including removal, when warranted;
-- Selecting, evaluating and fixing the compensation of the Chief Executive Officer and senior management of Reader's Digest and establishing policies
regarding the compensation of members of management;
-- Reviewing succession plans and management development programs for members of senior management;
-- Reviewing and regularly approving long-term strategic and business plans and monitoring corporate performance against such plans;
-- Adopting policies of corporate conduct, including compliance with applicable laws and regulations and maintenance of accounting, financial
and other controls, and reviewing the adequacy of compliance systems and controls;
-- Evaluating periodically the overall effectiveness of the Board; and
-- Deciding on matters of corporate governance.
The Board has adopted guidelines to assist it in the exercise of its responsibilities, which are summarized below.
The Board believes that, under normal circumstances, the Chief Executive Officer of Reader's Digest should also serve as the Chairman of the Board. The Chairman of the Board and Chief Executive Officer is responsible to the Board for the overall management and functioning of Reader's Digest.