Corporate Governance Guidelines
 

Corporate Governance

As adopted by the Board of Directors on June 3, 2003 and
Amended and Restated as of April 2, 2004
Amended and Restated as of December 14, 2006
Amended and Restated as of December 12, 2007
Amended and Restated as of February 21, 2008


ARTICLE I. THE BOARD

ARTICLE II. BOARD MEETINGS

 

1.1 Board Size
1.2 Board Responsibilities
1.3 Lead Director
1.4 Independence
1.5 Nominations of Directors
1.6 Recommendation of Nominees for Directors
1.7 Director Qualifications
1.8 Other Boards
1.9 Job Change
1.10 Retirement
1.11 Term Limits
1.12 Codes of Ethics
1.13 Service Arrangements
1.14 Share Ownership by Directors
1.15 Orientation and Continuing Education
1.16 Compensation
1.17 Annual Performance Evaluation
1.18 Access to Management and Advisors
1.19 Independent Advisors
1.20 Interaction with the Investment Community and Media
1.21 Shareholder and Interested Party Communication with the Board
1.22 Indemnification and Insurance

 

2.1 Selection of Agenda Items
2.2 Attendance at Meetings
2.3 Attendance of Corporation Personnel
2.4 Executive and Independent Directors Sessions
2.5 Board Materials

ARTICLE III. LEADERSHIP ASSESSMENT

 

3.1 Succession Planning
3.2 Separation of Certain Positions
3.3 CEO Evaluation and Compensation

ARTICLE IV. BOARD COMMITTEES

ARTICLE V. VOTING

ARTICLE VI. STOCK OPTIONS

ARTICLE VII. DISCLOSURES AND REVISIONS

 

 

 

In addition to the Certificate of Incorporation and the Bylaws of Hercules Incorporated (the “Corporation”), these Corporate Governance Guidelines (these “Guidelines”), committee charters and the Code of Business Conduct and Ethics serve as an important framework for the corporate governance practices of the Board of Directors of the Corporation (the “Board”) and to assist the Board in carrying out its fiduciary and other responsibilities effectively. The Board reviews these Guidelines periodically and, upon the recommendation of the Corporate Governance, Nominating and Ethics Committee (the “Governance Committee”), may modify these Guidelines as appropriate to reflect the evolution of its corporate governance practices.

ARTICLE I. THE BOARD

The Board’s primary responsibility is to provide effective governance over the Corporation’s affairs for the benefit of its shareholders, and to balance the interests of its diverse constituencies, including its customers, employees, suppliers and local communities. In all actions taken by the Board, the Directors are expected to exercise their business judgment in what they reasonably believe to be in the best interests of the Corporation and all of its shareholders. The Board does not represent any particular group or special interest segment of the shareholders. In discharging its responsibilities, Directors may rely on the honesty and integrity of their fellow Directors and the Corporation’s senior management and its outside advisors and auditors.

1.1 Board Size

The Board has the authority under the Corporation’s by-laws to set the number of Directors. The Governance Committee from time to time reviews the size of the Board and makes recommendations to the Board as appropriate. The Board is willing to increase its size to accommodate the availability of outstanding candidate(s) or to reduce its size (or maintain a vacancy or vacancies) if it cannot identify suitable candidate(s) meeting the Board’s Director qualification standards. Upon the occurrence of any vacancy in the Board, the Governance Committee recommends to the Board whether to fill such vacancy or to reduce the size of the Board, and the Board makes the final determination after receipt of such recommendation.

1.2 Board Responsibilities

Directors represent the interests of all shareholders, rather than any particular group or special interest segment of the shareholders. The Board has an active responsibility for broad corporate policy, overall performance of the Corporation and long-term strategic direction. Through activities related to furtherance of shareholder interests, stewardship of the Corporation and oversight of management, the Board seeks to enhance the long-term value and health of the Corporation.

Directors are expected to expend sufficient time, energy and attention to assure diligent performance of their responsibility. Directors are expected to attend meetings of the Board and committees of the Board (the “Board Committees”) on which they serve; review materials distributed in advance of the meetings; and make themselves available for periodic updates and briefings with management via telephone or one-on-one meetings.

In carrying out its responsibilities, the Board performs some specific functions, including providing input and perspective in evaluating alternative strategic initiatives; reviewing and, where appropriate, approving fundamental financial and business strategies and major corporate actions; ensuring that processes are in place to maintain the integrity of the Corporation; appointing, evaluating and compensating the Chief Executive Officer (the “CEO”) and other key executives; and planning for CEO succession and monitoring succession planning for other key executives. The Board reviews the Corporation’s long-term strategic plans and the principal issues that it expects the Corporation may face in the future during at least one Board meeting each year.

To adequately fulfill the Board’s responsibilities and carry out its functions, the Board as a whole should possess the following core competencies, with each member contributing knowledge, experience and skills in one or more domains:

  • Accounting and Finance. Among the most important missions of the Board is ensuring that shareholder value is both enhanced and protected through corporate performance and protected through adequate internal financial controls and appropriate financial reporting and disclosures. The Board should have one or more Directors who are “audit committee financial experts” as defined by the applicable rules and regulations of the SEC and two or more additional Directors who are “financially literate” in the business judgment of the Board.
     
  • Business Judgment. Shareholders rely on Directors to make reasonable and sensible choices on their behalf. The majority of Directors should have a record of making good business decisions in the corporate sector.
     
  • Management Practices. To monitor corporate management, the Board needs to understand management trends in general and industry trends in particular. The Board should have one or more Directors who understand and stay current on general management “best practices” and their application in complex, rapidly evolving business environments.
     
  • Crisis Response. Organizations inevitably experience both short and long-term crises. The ability to timely and effectively deal with crises can minimize ramifications and limit negative impact on corporate performance. The Board should have one or more Directors who have the ability and time to perform during periods of both short-term and prolonged crises.
     
  • Industry Knowledge. Companies continually face new opportunities and threats that are unique to their industries. The Board should have one or more members with appropriate and relevant industry-specific knowledge.
     
  • International Experience. To succeed in an increasingly global economy, the Board should have one or more Directors who appreciate the importance of global business trends and who have first-hand international business experience or exposure to international markets.
     
  • General Experience. The Board should have one or more Directors who appreciate the value of positive relationships with governments, communities and other constituencies. Such Directors can provide expertise or insight on matters such as safety, health, environmental, diversity, charitable, and civic interests.
     
  • Strategy and Vision. A key Board role is to approve and monitor company strategy to ensure the Corporation’s continued high performance. The Board should have one or more Directors with the skills and capacity to provide strategic insight and direction by encouraging innovation, conceptualizing key trends, evaluating strategic decisions, and continuously challenging the organization to sharpen its vision.

1.3 Lead Director

If the Chair of the Board is an independent Director, he/she will also serve as the Board’s lead Director (the “Lead Director”). If the Chair of the Board is not an independent director, then the Chair of the Governance Committee will serve as the Board’s Lead Director, unless another Director is designated as Lead Director by a majority vote of the Board. The Lead Director’s responsibilities include ensuring that the Board functions independently of management. The Lead Director presides over regularly scheduled meetings of independent Directors and performs other functions as directed by the Board. The Lead Director may rely on the Chair of each Board Committee to take a lead role for matters under the respective responsibility of such committee. The Lead Director can be contacted in writing by sending materials (indicating whether they are confidential) to the Lead Director, Hercules Incorporated Board of Directors, c/o Corporate Secretary, Hercules Incorporated, 1313 North Market Street, Wilmington, DE 19894-0001. If the sender’s situation requires that his or her identity be kept secret, the sender’s anonymity will be protected.

1.4 Independence

All members of the Board shall be independent, except that up to two (2) Directors may be members of management, including the CEO. A Director is considered “independent” only when the Board has affirmatively determined that the Director has no material relationship with the Corporation or any entity owned or controlled by the Corporation (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Corporation or any entity owned or controlled by the Corporation), following a review of all relevant information and factors the Board deems appropriate, and a recommendation by the Governance Committee. Among others, the Board recognizes that material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. However, as the key concern is independence from management, the ownership of a significant amount of stock, by itself, shall not be considered a bar to an independence finding (except as discussed below in connection with the Audit Committee).

Except in an unusual circumstance, the Board shall not include more than two (2) members of the Corporation’s management, one of whom shall be the CEO. The Governance Committee is responsible for reviewing with the Board the independence of the members of the Board and Board Committees on a periodic basis (but at least annually), as well as any relationships Directors may have with the Corporation and/or its subsidiaries or affiliates or otherwise that may reasonably create the appearance of non independence, and recommending to the Board which non-management Board members are independent. The Board shall make the determination as to which directors are independent. The Corporation shall disclose each determination of an “independent director” in its annual proxy statement.

Without limiting the information and factors that the Board may review and consider, a Director shall meet the criteria for independence established in applicable laws, rules and regulations concerning independence, including those of the Securities and Exchange Commission and of the New York Stock Exchange. The Board has established guidelines to assist it in determining Director independence, which guidelines at a minimum conform to the independence requirements in the New York Stock Exchange listing requirements. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the Director, but also from that of organizations or persons with which the Director has an affiliation.

None of the following shall be considered to be independent:

  • the director is, or has been within the last three (3) years, an employee1 of the Corporation;2
     
  • an immediate family member of the director is, or has been within the last three (3) years, an executive officer3 of the Corporation;
     
  • the director is a current partner or employee of a firm that is the Corporation’s internal or external auditor;
     
  • an immediate family member of the director is a current partner of a firm that is the Corporation’s internal or external auditor;
     
  • an immediate family member of the director is a current employee of the Corporation’s internal or external auditor and participates in the firm's audit, assurance or tax compliance (but not tax planning) practice;
     
  • the director or an immediate family member was within the last three years a partner or employee of a firm that is the Corporation’s internal or external auditor and personally worked on the Corporation’s audit within that time;
     
  • the director or an immediately family member of the director is, or has been within the last three (3) years, an executive officer of another company where any of the Corporation’s present executive officers at the same time serves or served on that other company’s compensation committee;
     
  • the director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Corporation for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues; and
     
  • the director or an immediate family member of the director has received during any twelve-month period within the last three years more than $100,000 in direct compensation from the Corporation (other than in director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and compensation received by an immediate family member for service as a non-executive employee and compensation received by a director for former service as an interim executive officer of the Corporation).

An “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.

The Board may negate these presumptions if the Board determines, without any independent Director dissenting, that based on all the facts and circumstances such compensatory or other relationship is not material.

For the purposes of service on the Audit Committee, a Director will not be considered “independent,” unless, in addition to meeting the above criteria and such other qualifications as may be required by the Board, he or she (A) does not receive, directly or indirectly, any consulting, advisory, or other compensatory fee from the Corporation or any of its subsidiaries and (B) is not an affiliate of the Corporation or any of its subsidiaries. The foregoing shall be interpreted in accordance with, and shall be subject to the exceptions provided under, Section 10A(m) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


1 NYSE provides that employment as an interim executive officer does not, in and of itself, disqualify a director from being considered independent following such employment. Under the NASDAQ rules, however, such interim employment cannot last more than one year.
2 NYSE defines “Corporation” to include a parent or subsidiary in a consolidated group with the Corporation.
3 “Executive Officer” has the meaning ascribed to such term in Section 16a-1(f) of the Exchange Act

1.5 Nomination of Directors

The Board is divided into three classes with a class consisting of approximately one-third of the Corporation’s directors and is elected each year at the Annual Meeting. The Board of Directors is responsible for filling vacancies on the Board that may occur at any time during the year, and for nominating director nominees to stand for election at the Annual Meeting. The Governance Committee reviews all potential director candidates, and recommends potential director candidates to the full Board. Director candidates may be identified by current directors and officers of the Corporation, as well as by shareholders. Depending upon the then existing circumstances, the Governance Committee may utilize the services of director search firms and/or recruiting consultants to assist in identifying and screening potential candidates. The Board reviews and has final approval on all potential director candidates being recommended to the shareholders for election.

1.6 Recommendation of Nominees for Directors

Shareholders may recommend any person as a nominee for director by the Corporation for consideration by the Governance Committee by submitting name(s) and supporting information for each named person in writing to the Governance Committee of the Board of Directors, c/o Corporate Secretary, Hercules Incorporated, Hercules Plaza, 1313 North Market Street, Wilmington, Delaware 19894-0001. Recommendations should be accompanied by:

  • the name, residence and business address of the nominating shareholder;
  • a representation that the shareholder is a record holder of the Corporation’s stock or holds the Corporation’s stock through a broker and the number of shares held;
  • information regarding each recommended nominee which would be required to be included in a proxy statement;
  • a description of any arrangements or understandings between and among the shareholder and each and every recommended nominee; and
  • the written consent of each recommended nominee to serve as a director, if elected.

1.7 Director Qualifications

Directors are selected for their integrity and character; sound and independent judgment; breadth of experience, insight and knowledge; business acumen; and the projected contributions they can make to the Corporation, the Board and management. Leadership skills, scientific or technology expertise, familiarity with issues affecting global businesses in diverse industries, prior government service, and diversity are among the relevant criteria, which criteria will vary over time depending on the needs of the Corporation and of the Board. The Governance Committee considers candidates for potential nomination to recommend for approval by the full Board. This assessment includes candidates’ qualification as independent (see “Section 1.4 – Independence” of these Guidelines), as well as consideration of the following factors:

(1) Integrity. A Director candidate should have proven integrity and a record of substantial achievement.

(2) Experience. A candidate should be a senior officer or senior manager of a corporation, university, non-profit organization or other entity that is well managed and achieving good results, preferably, who has experience in common with some aspects of the Corporation’s business. Other qualified and prominent individuals who have business acumen and whose relevant background, training and experience (such as in the government) or skills can be expected to benefit the Corporation, should also be considered.

(3) High Performance Standards. In today’s highly competitive world, only companies capable of performing at the highest levels are likely to prosper. Directors should have a history of achievements that reflect high standards for themselves and others.

(4) Judgment. A candidate should have a reputation for sound business judgment. It is important that a candidate be able to understand the role of the Board and the workings of the Corporation in the current business environment. A candidate should be able to objectively appraise management’s plans, programs, achievements and shortcomings.

(5) Mature Confidence. The Board functions best when Directors value Board and team performance over individual performance. Openness to other opinions and the willingness to listen should rank as highly as the ability to communicate persuasively. Directors should approach others assertively, responsibly and supportively, and should identify issues in a manner that encourages open discussion.

(6) Collegiality. It is important to preserve the collegiality of the Board. Candidates must inspire trust and confidence in other Directors so that the Board can discharge its duties smoothly and efficiently.

(7) Passion. Directors should be passionate about the performance of the Corporation, both in absolute terms and relative to its peers. That passion should manifest itself in engaged debate about the future of the Corporation and an esprit de corps among the Board that both challenges and inspires.

(8) Prestige. A candidate should add to the prestige of the Board. This will enhance the reputation of the Corporation and make future recruiting easier.

(9) Commitment. A candidate should be able and willing to devote the required amount of time to the Corporation’s affairs, including preparing for and attending meetings of the Board and Board Committees. Directors should be actively involved in the Board and its decision-making.

(10) Diversity. Directors should have a diverse mix of backgrounds, experiences, geography, gender and ethnicity.

1.8 Other Boards

The Board believes the number of other public company boards on which a Director simultaneously serves should be considered as part of the evaluation of whether a Director has the time and energy to actively serve on the Board. The Governance Committee considers the number of such other boards on which a Director serves and, particularly, whether such Director chairs the audit, finance, human resources or corporate governance committee(s) on such other board(s). Directors are encouraged to limit the number of other public company boards on which they serve, in light of each Director’s time and effectiveness, and are expected to advise the Chair of the Board and the Chair of the Governance Committee in advance of serving on another public company board.

The Board does not believe a Director should serve simultaneously on more than three (3) public company audit committees (including the Corporation), unless the Board determines that such simultaneous service would not impair the ability of the Director to effectively serve on the Corporation’s Audit Committee.

1.9 Job Change

When a Director’s principal employment responsibilities or business association changes significantly, the Director will tender his or her resignation to the Chair of the Governance Committee. It is not the sense of the Board that in every instance the Directors who retire or change from the position they held when they joined the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, through the Governance Committee, to review the continued appropriateness of Board membership under the circumstances.

1.10 Retirement

Employee Directors shall retire from the Board upon their resignation, removal or retirement as an officer of the Corporation. However, there may be circumstances where this policy would not apply, including, without limitation, the transition to a new Chair of the Board or a new CEO.

1.11 Term Limits

The Board believes that it is important to consider the benefits of experience and new skills as part of the Board’s ongoing evaluation of Director and Board performance. While term limits help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of Directors who over time have developed increasing insight into the Corporation and its operations and, therefore, provide an increasing contribution to the Board as a whole. The Board believes that a limit of nine (9) years of continued service is a reasonable balance of these competing needs.

1.12 Codes of Ethics

The Board has adopted a Directors Code of Business Conduct and Ethics, addressing Directors’ conflicts of interest, compliance with law and regulations, confidentiality, ethical conduct, and other matters. The Governance Committee shall monitor compliance with the Directors Code of Business Conduct and Ethics.

The Board has adopted the Hercules Incorporated Code of Ethics for Senior Financial Executives and will review such code on at least an annual basis. Currently, such executives are the CEO, the Vice President and Chief Financial Officer, the Vice President and Controller, and the Vice President and Treasurer. The Audit Committee shall monitor compliance with the Code of Ethics for Senior Financial Executives.

The Corporation has a Business Practices Policy covering ethical conduct of employees. The Board through its Audit Committee and its Governance Committee receives periodic reports on compliance with the Business Practices Policy.

1.13 Service Arrangements

The Board believes that the Corporation should not, directly or indirectly, enter into paid service arrangements (e.g., accounting, consulting, legal, etc.) with the independent Directors.

1.14 Share Ownership by Directors

The Board believes that the number of shares of common stock, stock options or other equity securities of the Corporation owned by each Director is personal. However, the Board strongly encourages Directors to own a meaningful number of such securities (but not less than a dollar value equivalent to five (5) times the annual cash retainer for Directors) within a reasonable time (but not later than five (5) years) after joining the Board.

1.15 Orientation and Continuing Education

New Directors must participate in an orientation program to become familiar with the Corporation and its strategic plans and businesses, significant financial matters and core values, including ethics, compliance programs, corporate governance practices and other key policies and practices. Such orientation may be done through a formal orientation program and/or informally through a review of background materials, meetings with senior executives and visits to the Corporation’s facilities. Additionally, and at the Corporation’s expense, a Director shall be afforded an opportunity to participate in a director education program sponsored by an accredited university or other reputable organization.

All Directors must participate in an orientation program within six (6) months of joining the Board and must thereafter participate in an orientation program and/or director education program at least once every two (2) years.

The Governance Committee is responsible for providing guidance on Directors’ orientation and continuing education.

1.16 Compensation

The Board believes that compensation for independent Directors should be competitive, and, to the greatest extent practicable, paid in stock, options or similar form of compensation of the Corporation. The form, amount and other aspects of director compensation shall be determined by the Board upon the recommendation of the Human Resources Committee in accordance with the policies and principles set forth in its charter and any New York Stock Exchange or other applicable rules (and, if appropriate, after receipt of input from outside advisors). Without limiting the foregoing, the Board believes that at least fifty percent (50%) of a Director’s compensation should be paid in stock, options or similar form of compensation of the Corporation. The Human Resources Committee will conduct an annual review of Director compensation.

In the development of Director compensation, consideration should be given to the following, among other things: compensation should fairly pay Directors for work required for a publicly traded company of the Corporation’s size and scope; compensation should align Directors’ interests with the long-term interests of shareholders; and the structure of compensation should be simplified and transparent. The Human Resources Committee will consider that Directors’ independence may be jeopardized if Director compensation and perquisites exceed customary levels, if the Corporation makes substantial charitable contributions to organizations with which a Director is affiliated, or if the Corporation enters into consulting contracts with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated.

Directors who are employees of the Corporation or any of its subsidiaries or affiliates may not receive any compensation for their services as Directors.

1.17 Annual Performance Evaluation

The Board will conduct an annual self-evaluation of its and each Board Committee’s performance with a particular focus on overall effectiveness. The Governance Committee will receive comments from all Directors and report annually to the Board with an assessment of the Board’s performance. This will be discussed with the full Board following the end of each fiscal year. The assessment will focus on the contribution to the Corporation of the Board and each Board Committee. Without limiting the foregoing, the assessment will include and focus on areas in which the Board, management and/or the respective Board Committee believes that the Board and/or the respective Board Committee could improve.

1.18 Access to Management and Advisors

Directors have full and free access to the Corporation’s officers and employees and, in addition, are encouraged to visit the Corporation’s facilities. Any meetings or contacts that a Director wishes to initiate may be arranged through the Chair of Board, the CEO or the Corporate Secretary or directly by the Director. The Directors will use their good judgment to ensure that any such contact is not disruptive to the business operations of the Corporation, will not inappropriately disclose any confidential, sensitive or non-public information in the possession of the Director, and will, to the extent not inappropriate, copy the Chair of the Board and/or the CEO on any written communications between a Director and an officer, employee or agent of the Corporation.

1.19 Independent Advisors

The Board, at the Corporation’s expense, may consult with and retain independent advisors (e.g., consulting, financial, accounting and legal) as it may deem appropriate and without prior approval of or consultation with any officer, employee or agent of the Corporation.

Each Board Committee, at the Corporation’s expense, may consult with and retain independent advisors (e.g., consulting, financial, accounting and legal) as it may deem appropriate and without prior consultation with or approval of the Board and/or the CEO.

Adequate funds for retention by the Board and Board Committees of independent advisors shall be provided by the Corporation.

The Audit Committee shall have exclusive authority to engage and terminate the Corporation’s independent auditors, in accordance with its charter. The following shall apply with respect to independent auditors rotation, subject to applicable law: (A) the Corporation’s independent auditors must be changed not less frequently than once every eight (8) years, except that the independent auditors for 2003 may hold such position for up to five (5) additional years, and (B) effective with the Corporation’s 2004 annual meeting, the independent auditors’ engagement partner may not remain on the Corporation’s engagement longer than five (5) years.

1.20 Interaction with the Investment Community and Media

The Board believes that management should speak for the Corporation and recommends that Directors refer inquiries to the Corporation. Directors are encouraged to be sensitive and remain cognizant of the need to clearly distinguish their personal views from the Corporation’s views when a Director is engaged in political, social, community or other public issues.

The response to any shareholder proposals will be the responsibility of the CEO with oversight by the Board Committee(s) with responsibility for the respective issue(s) raised by the shareholder(s).

1.21 Shareholder and Interested Party Communication with the Board

Shareholders and interested parties may communicate with any of the Corporation’s directors, any committee chairperson, the non-management directors as a group or the Board of Directors by writing to the director, committee chairperson or the Board in care of Hercules Incorporated, Attention: Corporate Secretary, Hercules Plaza, 1313 North Market Street, Wilmington, Delaware 19894-0001. Communications received by the Corporate Secretary for any director are forwarded directly to the director. If the communication is addressed to the Board and no particular director is named, the communication will be forwarded, depending on the subject matter, to the Chair of Board, the appropriate Committee chairperson, all non-management directors, or all directors.

1.22 Indemnification and Insurance

The Corporation will purchase reasonable directors and officers liability insurance for the benefit of its Directors and management. Additionally, Directors and management are entitled to the benefits of indemnification to the fullest extent permitted by law and the Corporation’s certificate of incorporation, by-laws and any indemnification agreements, and to exculpation as provided by state law and the Corporation’s restated articles of incorporation.

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ARTICLE II. BOARD MEETINGS

2.1 Selection of Agenda Items

The Chair of Board of the Board establishes the agenda for Board meetings, in consultation with the Lead Director and the Chairs of the Board Committees. At the beginning of the year the Chair of Board of the Board will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Directors are encouraged to suggest items for inclusion on the agenda and may raise at any Board meeting subjects not specifically on the agenda. The Lead Director and/or the Chair(s) of the relevant Board Committee(s) will determine the agenda for private meetings of the independent Directors.

2.2 Attendance at Meetings

Directors are expected to attend the Annual Meeting and regularly attend Board and Board Committee meetings and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Generally, Directors who attend less than seventy-five percent (75%) of the Board and relevant Board Committee meetings for two (2) consecutive years will be deemed poor performers.

Directors fulfill their responsibilities not only by attending Board and Board Committee meetings but also through communication with the Chair of Board and the CEO and other members of management relative to matters of mutual interest and concern to the Corporation.

2.3 Attendance of Corporation Personnel

The Board welcomes regular attendance of and participation by relevant senior executives or managers at Board and Board Committee meetings, as shall be determined from time to time. If the Chair of Board or the CEO wishes to have additional Corporation personnel attendees on a regular basis, this suggestion should be brought to the Lead Director or the Board for consideration. Presentation of matters to be considered by the Board is generally made by the responsible senior executive or manager with an appropriate period for questions, answers and deliberations. Corporation personnel shall not attend executive sessions or independent Director sessions either of the Board or any Board Committee, unless requested to do so by the Board or such Board Committee.

2.4 Executive and Independent Directors Sessions

Each regularly scheduled Board meeting shall include an executive session of all Directors and the CEO. In addition, the Board shall meet in regularly scheduled independent Directors sessions without the participation of the CEO or other Corporation personnel at least quarterly. The Chair of the Board presides over the executive sessions. The Lead Director presides over the independent Directors sessions but may delegate such authority to other Board Committee Chair(s) with respect to matters within the responsibility of a particular Board Committee.

2.5 Board Materials

Information and data that are important to the Board’s understanding of the business to be conducted at a Board or Board Committee meeting should generally be distributed in writing to the Directors sufficiently before the meeting, and Directors should review these materials in advance of the meeting. Sensitive subject matters and late developing matters may be discussed at Board or Board Committee meetings without materials being distributed in advance. To prepare for meetings, Directors are expected to thoroughly and carefully review the materials that are sent to them in advance of meetings.

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ARTICLE III. LEADERSHIP ASSESSMENT

3.1 Succession Planning

The Board plans for succession to the position of CEO. The Governance Committee oversees and periodically reports to the Board on the succession planning process. The entire Board will work with the Governance Committee to nominate and evaluate potential successors to the CEO. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well as his or her perspective on potential candidates from outside the Corporation. The Board has available on a continuing basis the CEO’s recommendation should he or she be unexpectedly unable to serve. The CEO also provides the Board from time to time with an assessment of potential successors to key senior executive positions.

3.2 Separation of Certain Positions

The Corporation’s by-laws permit the Chair of Board, President and Chief Executive Officer to be the same person. At the present time, the positions of Chair of Board and the position of President and Chief Executive Officer are separate and held by different individuals.

3.3 CEO Evaluation and Compensation

The Human Resources Committee will conduct an annual review of the CEO’s performance, as set forth in its charter. The Board will review the Human Resources Committee’s report in order to confirm that the CEO is providing effective leadership for the Corporation in the long and short term.

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ARTICLE IV. BOARD COMMITTEES

The Board will have at all times an Audit Committee, a Human Resources Committee and a Corporate Governance, Nominating and Ethics Committee, each consisting of no fewer than three (3) members. All of the members of these Board Committees shall meet the independence criteria described in Section 1.4 (Independence) of these Guidelines. The Board may have additional standing and temporary Board Committees as appropriate. Currently, the Board Committees are: Audit Committee, Human Resources Committee, Corporate Governance, Nominating and Ethics Committee, Emergency Committee, Finance Committee, and Hercules Responsible Care Committee. In general, Board Directors, upon recommendation of the Governance Committee. It is the sense of the Board that Committee members will be appointed by the Board, with consideration of the desires of individual consideration should be given to rotating Board Committee members periodically, but the Board does not feel that rotation should be mandated as a policy.

Each Board Committee will have its own charter, which shall comply with the applicable laws, rules and regulations, including those of the Securities and Exchange Commission and of the New York Stock Exchange. The charters will include the purposes, goals, responsibilities and authorities (consistent with any applicable Bylaws or resolutions of the Board) of the Board Committees.

The Chair of each Board Committee, in consultation with the Board Committee members, will determine the frequency and length of the Board Committee meetings consistent with any requirements set forth in the Board Committee’s charter. The Chair of each Board Committee, in consultation with the appropriate members of the Board Committee and management, will develop the Board Committee’s agenda. At the beginning of the year, each Board Committee will establish a schedule of agenda subjects to be discussed during the year (to the degree these can be foreseen). The schedule for each Board Committee will be furnished to all Directors. Directors who are not on a particular Board Committee may attend a meeting of such Board Committee only with prior approval of the Chair of such committee.

Each Board Committee may retain independent advisors. (See Section 1.19 (Independent Advisors) of these Guidelines.)

On behalf of the Board, the Governance Committee will conduct an annual evaluation of the respective performance of the Board and Board Committees. As a prelude to such evaluation, a Board Committee may conduct a self-review of its performance.

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ARTICLE V. VOTING

The Board favors confidentiality of individual shareholder voting. The Board supports the “one share/one vote” concept, in preference to cumulative voting.

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ARTICLE VI. STOCK OPTIONS

The Board opposes repricing of stock options by a reduction in the option’s exercise price, unless submitted to the shareholders for approval. However, the Board favors equitable adjustment of an option’s exercise price in connection with a reclassification of the Corporation’s stock, a change in the Corporation’s capitalization, a stock split, a restructuring, merger or combination of the Corporation, or other similar events where it is customary to adjust the exercise price of an option and/or the number and kind of shares subject thereto to maintain the option’s pre-existing value. All equity compensation plans are submitted to the shareholders for approval.

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ARTICLE VII. DISCLOSURES AND REVISIONS

The Board is committed to, and expects all employees of the Corporation involved in the disclosure process to strive for, full, fair, accurate, timely and understandable disclosure in the Corporation’s periodic reports and other public statements.

These Guidelines will be posted on the Corporation’s website together with the charters of the Audit Committee, the Human Resources Committee and the Governance Committee. Also available on the Corporation’s website, among other items, are the Hercules Incorporated Directors Code of Business Conduct and Ethics, the Hercules Incorporated Code of Ethics for Senior Financial Executives and the Hercules Incorporated Business Practices Policy, the Amended and Restated Certificate of Incorporation, the By-laws, the annual report and the proxy statement. The Corporation’s annual report and proxy statement discloses that these materials are available on the Corporation’s website and that printed versions are available, free of charge, to any shareholder who requests them from the Corporate Secretary, Hercules Incorporated, 1313 North Market Street, Wilmington, DE 19894-0001.

These Guidelines will be reviewed and reassessed at least annually by the Governance Committee. Revisions or other changes from time to time to these Guidelines shall be considered by the full Board upon recommendation of the Governance Committee