CORPORATE GOVERNANCE GUIDELINES
The Board of Directors (the "Board") of Wheeling-Pittsburgh Corporation (the "Company") has developed corporate governance practices to help it fulfill its responsibilities to the Company's stockholders to oversee the work of management and the Company's business operations. The governance practices contained in these guidelines are intended to assure that the Board has the necessary authority and practices established to review and evaluate the Company's business operations and to make decisions independent of management. These guidelines also are intended to align the interests of directors and management with those of the Company's stockholders. These guidelines are subject to future review and revision as the Board may find necessary or advisable to achieve these objectives.
Board Composition and Selection
1. Board Size. In accordance with the Company's by-laws, the number of members of the Board shall be 11, which number the Board believes is appropriate based on the Company's present circumstances. The Board periodically evaluates whether a larger or smaller number of directors would be preferable.
2. Selection of Board Members. Board members are to be elected annually for such terms as provided in the Company's by-laws, except as noted below with respect to vacancies. Each year at the Company's annual stockholder meeting, the Board recommends director nominees for election by stockholders. The Board's recommendations are based on its determination (using advice and information supplied by its Nominating and Corporate Governance Committee) as to the suitability of the nominees, individually and in the aggregate, to serve as directors of the Company, taking into account the membership criteria discussed below. The Board may fill vacancies in existing or new director positions.
3. Invitation to Join the Board. The invitation to join the Board shall be extended by the Board itself via the Company's Chairman of the Board (the "Chairman") and/or Chief Executive Officer (the "CEO").
4. Board Membership Criteria. The Board's Nominating and Corporate Governance Committee shall work with the Board on an annual basis to determine the suitability of individual Board members, taking into account an individual's skills, expertise, industry and other knowledge and business and other experience that would be useful to the effective oversight of the Company's business.
5. Board Composition. A majority of the Board shall consist of directors who the Board has determined are "independent" under Section 10A of the Securities Exchange Act of 1934 (the "Act") (as applicable), the listing standards of The Nasdaq Stock Market, Inc. ("Nasdaq") and other applicable laws, rules and regulations regarding independence in effect from time to time.
6. Term Limits. The Board does not believe it should limit the number of terms for which an individual may serve as a director. Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company's history, policies and objectives. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through the evaluation and nomination process described in these guidelines.
7. Retirement Policy. The Board does not believe that a fixed retirement age for directors is appropriate.
8. Directors with Significant Job Changes. The Board believes that any director who retires from his or her present employment, or who materially changes his or her position, should offer to resign from the Board. The Board, and specifically its Nominating and Corporate Governance Committee, shall evaluate whether the Board should accept any such resignation based on a review of whether such director continues to satisfy the Board's membership criteria in light of his or her new occupational status.
9. Selection of Chairman and CEO. The Board shall select each of the Chairman and the CEO in the manner that it determines to be in the best interests of the Company's stockholders.
10. Former CEO's Board Membership. The Board expects that when a CEO resigns from such position, he or she also shall offer to resign from the Board at the same time. The Board, and specifically its Nominating and Corporate Governance Committee, shall evaluate whether the Board should accept any such resignation.
11. Selection of Lead Director. The Board may, from time to time, designate an independent director to serve as "lead director." Such lead director may, but need not be, the Chairman (if an independent director) or the Vice-Chairman (if any) of the Company.
12. No Specific Limitation on Other Board Service. The Board does not believe that directors should be prohibited from serving on boards and/or committees of other organizations, and has not adopted any guidelines limiting such activities. The Board's Nominating and Corporate Governance Committee and the Board, however, shall take into account the nature of, and time involved, in a director's service on other boards in evaluating the suitability of individual directors and making recommendations to the Company's stockholders. Service on boards and/or committees of other organizations should be consistent with the Company's conflict of interest policies.
Board Meetings and Performance
13. Number of Meetings. The Board shall have at least four quarterly meetings each year and such additional meetings as called by the Chairman of the Board, the Company's President or any three directors in accordance with the Company's by-laws.
14. Agenda. The Chairman and/or CEO, taking into account suggestions from other members of the Board, shall set the agenda for each Board meeting and shall distribute such agenda in advance to each director.
15. Distribution of Materials. All information relevant to the Board's understanding of matters to be discussed at an upcoming Board meeting shall be distributed in writing or electronically to all members in advance, whenever feasible and appropriate. In preparing this information, management should ensure that materials distributed are as concise as possible and give directors sufficient information to make informed decisions. The Board acknowledges that certain items to be discussed at Board meetings are of an extremely sensitive nature and that the distribution of materials on these matters prior to Board meetings may not be appropriate.
16. Access to Management and Employees. The Board shall have complete access to Company management and employees in order to ensure that directors can ask all questions and obtain all information necessary to fulfill their duties. The Board may specify a protocol for making such inquiries. Management is encouraged to invite Company personnel to any Board meeting at which their presence and expertise would help the Board have a full understanding of matters being considered.
17. Executive Sessions of Independent Directors. The independent directors of the Board shall meet in executive session (with no management directors or management present) as often as they shall determine. Executive sessions of the independent directors shall be called and chaired by the lead director (if any) or, in the absence of a lead director, by the chairman of the Board's Nominating and Corporate Governance Committee. These executive session discussions may include such topics as the independent directors determine.
18. Board's Interaction with Third Parties. The Board believes that management speaks for the Company. Individual directors from time to time may meet or otherwise communicate with various constituencies involved with the Company, but it is expected that directors would do so only with the knowledge of management and, in most instances, at the request of management.
Performance Evaluation; Succession Planning
19. Annual CEO Evaluation. The Board's Compensation Committee shall perform an evaluation at least annually of the performance of the CEO and communicates the results of the review to the CEO. The Board's Compensation Committee shall establish the evaluation process and determine the specific criteria on which the performance of the CEO is evaluated.
20. Succession Planning. The CEO shall discuss executive succession planning with the Board's Compensation Committee.
21. Board Evaluation. The Board's Nominating and Corporate Governance Committee shall conduct an annual evaluation of the performance of the Board and report its conclusions to the Board. Such report generally should include an assessment of the Board's compliance with the principles set forth in these guidelines, as well as identification of areas in which the Board could improve its performance.
22. Board Compensation Review. The Board's Nominating and Corporate Governance Committee shall review Board and committee compensation and benefits and recommends any proposed changes to the Board for its approval. The Board shall make changes in its director and committee compensation practices only upon the recommendation of its Nominating and Corporate Governance Committee.
23. Number and Type of Committees. The Board has established each of the following committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Executive Committee, Safety Committee and Finance Committee. The Board may add new committees or remove existing ones as it deems advisable in the fulfillment of its primary responsibilities. Each committee shall perform its duties as assigned by the Board in compliance with the Company's by-laws and such committee's charter. Committee duties are described briefly as follows:
Audit Committee. The Audit Committee oversees the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements, the independent auditor's qualifications and independence and the performance of the Company's independent auditors.
Compensation Committee. The Compensation Committee discharges the overall responsibility of the Board relating to executive compensation and produces an annual compensation report for inclusion in the Company's proxy statement.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies qualified individuals to become members of the Board and recommends to the Board proposed nominees for Board membership, recommends to the Board directors to serve on each committee of the Board, assesses the Board's effectiveness and develops and implements the Company's corporate governance guidelines.
Executive Committee. The Executive Committee acts on behalf of the Board in the intervals between meetings of the Board and exercises all of the powers and authority of the Board to direct the business and affairs of the Company, subject to such limitations as the Board, the Company's by-laws and/or applicable law from time to time may impose.
Safety Committee. The Safety Committee assists the Board in promoting the safety of the Company's employees and assures compliance with applicable safety laws and regulations. It develops, recommends to the Board and oversees the implementation of safety guidelines, policies and procedures.
Finance Committee. The Finance Committee oversees the financial objectives, policies, procedures and activities of the Company. It also prepares annual budgets, reviews major capital expenditures, oversees the preparation of the Company's quarterly and annual financial statements and periodically reviews, and reports to the Board regarding, the Company's financial condition.
24. Rotation of Committee Members. The Board and its Nominating and Corporate Governance Committee believe that consideration should be given to rotating members of the Board's committees periodically, but do not believe that such a rotation should be mandated as a policy since there may be reasons in certain instances to maintain an individual director's committee membership for a longer period of time.
25. Composition of Committees; Committee Chairmen. Each of the Audit, Compensation and Nominating and Corporate Governance Committees consist solely of directors who satisfy the applicable independence requirements of the Act, Nasdaq and other applicable laws, rules and regulations regarding independence in effect from time to time, unless the Board determines that the participation of a non-independent director is warranted and permitted. The Board is responsible for the appointment of committee members according to criteria that it determines to be in the best interest of the Company and its stockholders.
26. Committee Meetings and Agenda. The chairman of each committee shall develop, together with relevant Company management, such committee's general agenda and objectives and for setting the specific agenda for such committee's meetings. Such chairman and committee members shall determine the frequency and length of committee meetings consistent with each such committee's charter.
27. Confidentiality. The proceedings and deliberations of the Board and its committees shall be treated as confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director.
28. Reliance on Management and Consultants. The Board shall be entitled to rely upon management and such counsel, accountants, auditors and other expert advisors and consultants ("Consultants") as it deems appropriate. Except as otherwise provided in a committee charter, the Board shall have the authority to select, retain, terminate and approve the fees and other retention terms of such Consultants, which fees shall be borne by the Company.
29. Disclosure of Corporate Governance Principles. These guidelines shall be made available on the Company's website at www.wpsc.com.