CORPORATE GOVERNANCE GUIDELINES AND POLICIES
The Board of Directors has adopted corporate governance guidelines, which are reviewed periodically by the Committee on Directors to determine if changes should be recommended to the Board of Directors. Among other matters, the corporate governance guidelines and Company practices and policies include the following:
A majority of the members of the Board of Directors shall be independent directors, as defined in the applicable rules of the New York Stock Exchange. Currently, seven of the nine directors are independent, as defined by these rules. Generally, independence means that the director must be independent of management and free from any relationship that, in the opinion of the board, would interfere with the exercise of independent judgment as a director. Directors who are employees of the Company or one of its subsidiaries are not independent.
Directors must resign from the board at the board meeting preceding the annual shareholders meeting immediately following their 70th birthday. In 2001 the Board approved 12-year tenure limits for directors, excluding the Chief Executive Officer. For current directors, the 12-year tenure limits commenced on May 17, 2001 and service prior to that date is not included.
Members of board committees are appointed by the board, upon recommendation by the Committee on Directors.
The Audit Committee, Committee on Directors and the Organization and Compensation Committee consist entirely of independent directors.
The board has initiated a process whereby the board and its members are subject to periodic evaluation and assessment.
The board annually reviews the Company’s strategic long-range plan, business unit initiatives, capital projects and budget matters.
Succession planning and management development are reported periodically by the Chief Executive Officer to the board.
The board evaluates the performance of the Chief Executive Officer and other senior management personnel at least annually.
Incentive compensation plans link pay directly and objectively to measured financial goals set in advance by the Compensation Committee. See “Organization and Compensation Committee Report on Executive Compensation” for additional information.
Directors are encouraged to annually make significant progress toward accumulating, within three years of becoming a director, Common Shares of the Company with a value equal to three times the director’s annual retainer. For the last fiscal year, all directors have achieved this ownership goal.