CORPORATE GOVERNANCE GUIDELINES As Approved by the Board of Directors on February 26, 2004
1. Director Qualifications
The Board will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange (“NYSE”). The Nominating Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of potential new Board members as well as the composition of the Board as a whole. This assessment will include a review of the criteria set forth in the Nominating Committee Charter. Nominees for directorship will be reviewed and recommended by the Nominating Committee for approval by the overall Board. The Nominating Committee will also evaluate and make recommendations to the Board with respect to the size of the Board.
Individual directors who change the principal responsibility they held when they were elected to the Board should volunteer to resign from the Board in order to give the Board an opportunity through the Nominating Committee to review the continued appropriateness of Board membership under the circumstances. Directors who retire or change from the position they held when they came on the Board should not necessarily leave the Board in every instance, but the Nominating Committee should have an opportunity to review the circumstances and make a recommendation whether the director should be retained.
Each director should be able and prepared to devote sufficient time and effort to his or her duties as a director. Directors should advise the Nominating Committee of any changes or prospective changes in circumstances that might affect his or her ability to devote sufficient time, which shall include, but shall not be limited to, any acceptance of a position as a director of another public company.
There are no term limits or mandatory retirement dates. 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, policy and objectives. As an alternative to term limits or retirement dates, the Nominating Committee will review each director’s continuation on the Board prior to making a recommendation relating to any renomination of such director.
2. Director Responsibilities
The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, directors are entitled to rely in good faith upon the records of the Company and upon information, opinion, reports and statements presented by officers or employees or by any other person, as to any matter within such officers’, employees’ or other persons’ competence and who have been selected by the Company with reasonable care. The Board provides advice and counsel to the Chief Executive Officer and other senior officers of the Company.
Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. To the extent feasible, information and data that are important to the Board’s understanding of the business to be conducted at a Board or committee meeting should be distributed in writing to the directors before the meeting and directors should come prepared to contribute substantively at the meeting by reviewing these materials in advance of the meeting. The Chairman and Chief Executive Officer will arrange the agenda for Board meetings and shall report to the Board and arrange for other officers, employees and advisors to report to the Board as needed. Each Board member is free to suggest the inclusion of items on the agenda of any Board meeting. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting.
The non-management directors (defined below) will meet in executive session immediately following each regularly scheduled meeting of the Board. The Chair of the Nominating Committee shall preside at these meetings and that director’s name will be disclosed in the annual proxy statement. Each executive session may include a discussion of such matters as the non-management directors deem appropriate. No formal action of the Board shall be taken at these meetings, although the non-management directors may subsequently recommend matters for full consideration by the Board. The non-management directors may invite guest attendees for the purpose of making presentations, responding to questions by the directors, or providing counsel on specific matters within their areas of expertise. For purposes of these Guidelines, non-management directors shall mean only those directors who are not current officers of the Company. If the non-management directors include directors who are not “independent” as defined by the NYSE rules, the independent directors shall meet in executive session at least once each year immediately following the first meeting of the Board after the annual meeting of shareholders (or at such other time as the independent directors determine).
Unless the Board determines otherwise, the same person shall have the offices of the Chairman of the Board and the Chief Executive Officer.
3. Board Committees
The Board will have at all times an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating Committee. The members of the Audit Committee shall comply with the independence and experience requirements of the NYSE and the Sarbanes Oxley Act of 2002 and the rules of the SEC promulgated thereunder. The members of the Compensation Committee and the Nominating Committee shall comply with the independence requirements of the NYSE. Committee members will be appointed by the Board. Consideration shall be given to rotating committee members periodically, but rotation shall not be mandated as a policy.
Each committee, other than the Executive Committee will have its own charter. The charters of the Audit Committee, Compensation Committee and Nominating Committee will comply with the listing standards of the NYSE and all laws applicable to such committees. All committee charters will set forth the purposes, duties, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The charters will also provide that each committee will annually evaluate its own performance and report such to the Board as a whole.
The Chair of each committee, in consultation with the committee members and management, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The Chair of each committee, in consultation with the appropriate members of the committee and management, will develop the committee’s agenda for each meeting. The schedule for each committee will be furnished to all directors.
The Board may, from time to time, establish or maintain additional committees as it deems necessary or appropriate.
4. Director Access to Officers, Employees and Independent Advisors
Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate with officers or other Company employees may be initiated directly by such director, or arranged, at such director’s option, through the Chief Executive Officer or the Chief Operating Officer. The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and will, unless it is inappropriate due to the nature of the communication, copy the Chief Executive Officer on any written communications between a director and an officer or employee of the Company. Such communications will not be directive other than as relates to routine administrative matters.
As provided above, the CEO and COO and such other officers as may be necessary or desirable to facilitate a review of any matters within their areas of responsibility of the Company, are expected to attend and participate at each Board meeting.
The Board and each committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of any officer of the Company.
5. Director Compensation
The form and amount of director compensation, which may be a combination of cash and stock, will be recommended by the Compensation Committee in accordance with the policies and principles set forth in its charter. The Compensation Committee will consider that directors’ independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.
6. Director Orientation and Continuing Education
All new directors must participate in an orientation program, which should be conducted within two months of each new director’s election. This orientation will include presentations by senior management to familiarize new directors with the Company’s business plan, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers, and its internal and independent auditors. All other directors will also be invited to attend the orientation program. Continuing education of Board members is encouraged but not required.
7. Chief Executive Officer Evaluation
The Compensation Committee will annually evaluate the Chief Executive Officer’s performance as provided in its charter. The Board will review the Compensation Committee’s report, including the corporate goals and objectives relevant to the Chief Executive Officer’s compensation.
8. Management Succession
The Board shall develop a plan in conjunction with the Chief Executive Officer, to evaluate and employ, when and if necessary, a potential successor or successors to the Chief Executive Officer.
9. Annual Board Performance Evaluation
The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating Committee shall develop Board evaluation policies and procedures and shall 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 include an assessment of the Board’s contribution to the Company and specifically focus on areas in which the Board or management believes that the Board could improve.
10. Communications by and with Directors
As a general rule, management speaks for the Company. From time to time, at the request of management, individual Board members may meet or otherwise communicate with various constituencies that are involved with the Company.
Any person, including any security holder, desiring to communicate with, or make any concerns known to the Company, directors generally, non-management directors or an individual director only, may do so by submitting them in writing to the Quality Assurance Supervisor, with information to identify the person submitting the communication or concern, including name, address, telephone number and e-mail address (if applicable) together with information indicating the relationship of such person to the Company. The Quality Assurance Supervisor will be responsible for maintaining a record of any such communications or concerns and submitting them to the appropriate addressee(s) for potential action or response. The Company may institute appropriate procedures to establish the authenticity of any communication or concern before forwarding. The Company will not be obligated to investigate or forward any anonymous submissions from persons who are not employees of the Company.
These Guidelines, along with the Corporate Code of Business Conduct and Ethics, and each committee charter shall be published by the Company in appropriate print and electronic vehicles as required by the rules of the NYSE.