Corporate Governance Guidelines


I. Responsibility of the Board

The Board of Directors is responsible for the control and direction of the Company. It represents and is accountable only to shareowners. The Board's primary purpose is to build long-term shareowner value.

II. Board Composition

The Board believes that there should at all times be a majority of independent directors on the Board. The Board also believes it is appropriate that the Chief Executive Officer serve as a director. An independent director is a person that meets the definition of independent under applicable Nasdaq requirements and does not have any other relationship with which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out director responsibilities.

III. Board Membership

Selection of Candidates for Board Membership

The full Board, on the recommendation of the Nominating and Corporate Governance Committee, nominates candidates for election to the Board. In selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee considers all aspects of a candidate's qualifications in the context of the needs of the Company at that point in time with a view to creating a Board with a diversity of experience and perspectives. Among the qualifications, qualities and skills of a candidate considered important by the Nominating and Corporate Governance Committee are a commitment to representing the long-term interests of the shareowners; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; personal and professional ethics, integrity and values; practical wisdom and sound judgment; and business and professional experience in fields such as operations, technology, finance or marketing.

Directors Who Change Their Present Job Responsibility

The Board believes that directors who retire or change from the position they held when they came on the Board should not necessarily leave the Board. The Nominating and Corporate Governance Committee will, however, review the continued appropriateness of service under the circumstances, including a review of the ability of such director to give independent advice to and to fully meet the responsibilities of a director. Each director will immediately inform the Chairman of the Nominating and Corporate Governance Committee of any new position. The Board believes that directors who are also employees of should retire from the Board at the same time they relinquish their corporate officer title, unless the Board requests that such director continue.

Stock Ownership

Each director is required to make an investment in within one year of election.

Priority of Board Duties

Each Board member will ensure that other existing and planned future commitments, including employment responsibilities and service on the boards of directors of other entities, do not materially interfere with the member's service as a director. Each director is expected to make reasonable efforts to attend Board meetings, meetings of Committees of which such director is a member, and the Annual Meeting of Shareholders.

IV. Code of Business Conduct and Ethics

Directors must abide by the relevant provisions of the Company's Code of Business Conduct and Ethics.

V. Executive Performance and Succession; Executive and Board Compensation

Executive Performance and Succession

The Board will review its own performance and the performance of the CEO and will set goals at least annually. The CEO will review succession planning and leadership development with the Board at least annually.

Executive Compensation

The independent directors consult together privately (without the presence of the CEO or any other employee director) on an informal basis periodically to review the compensation and performance of the CEO and the other executive officers. The Leadership Development and Compensation Committee conducts, and reviews with the outside directors, a periodic evaluation regarding the overall compensation of all executive officers.

Board Compensation

Changes in Board compensation, if any, should come at the recommendation of the Nominating and Corporate Governance Committee and will require approval of the Board.

VI. Executive Session

The independent directors of the Board shall meet periodically in executive session.

VII. Committees

The current committees of the Board are the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee. The committees keep the Board informed of their actions and provide assistance to the Board in fulfilling their oversight responsibility to the shareowners. All members of each committee will be directors whom the Board determines are independent as provided in Section II above, with members of the Audit Committee meeting the additional Nasdaq and SEC requirements for audit committee member independence.

VIII. Shareowner Communications

Shareowners may contact the Board regarding bona fide issues or questions about the Company by sending an email to or a letter to Shareholder-Board Communications c/o Secretary,, Inc., P.O. Box 81226, Seattle, WA 98108-1226. The Secretary periodically will forward such communications or a summary to the Board.