Corporate Governance Principles and Policies

Adopted by the Board of Directors of The Titan Corporation
on September 10, 2002 and Revised July 21, 2004

 

 

| Mission | Meetings | Board Structure | Committees of the Board |
| Committees | Compliance with Laws | Other |

The Mission and Role of the Board of Directors

  1. Mission Statement
    The Board’s primary objective is to maximize long-term (i.e. 2-3 years) shareholder value while adhering to the laws of the jurisdictions within which it operates and observing the highest ethical standards.
  2. Oversight for the Benefit of Shareholders
    The primary responsibility of the Board of Directors is to foster the long-term success of the Company consistent with its fiduciary responsibilities to shareholders, which include establishing and monitoring adherence to the Company’s corporate governance guidelines. In discharging these responsibilities the paramount duty of the Board of Directors is to select a CEO and oversee the CEO and other senior management in the competent and ethical operation of the Company on a day-to-day basis.
  3. Long-Range Strategic Development/Strategic Planning Sessions
    The Board and management shall discuss long-range strategic planning as a matter of course at regular Board meetings. In addition, the Board shall use these meetings to monitor the effectiveness of management in implementing this strategic plan.
  4. Financial Goals and Performance/Compliance with Legal and Regulatory Mandates
    The Board shall review the Company’s annual budget, operating plan and specific goals at the start of the fiscal year, and financial performance quarterly (actual and in comparison to plan). The Board also believes it is important to establish and evaluate both short and long-term objectives. The Board shall also review legal and regulatory compliance (including systems, procedures and controls).
  5. Board Philosophy on Corporate Governance
    The Company believes that effective corporate governance contributes to building long-term shareholder value. The Company believes that corporate governance helps to ensure a healthy balance of power between the Board and management. The Board has adopted a set of corporate governance principles and policies that is monitored and enforced by the Nominating and Corporate Governance Committee of the Board of Directors. These principles and policies shall be publicly disclosed (including on the Company web site).
  6. Code of Ethics
    The Company has formulated a code of business conduct and ethics for directors, officers, and employees. All questions relating to compliance with the code of business conduct and ethics shall be resolved by the Nominating and Corporate Governance Committee. The Company’s code of ethics addresses the following topics: conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets and compliance with laws, rules and regulations. The code requires disclosure of any actual or potential conflict of interest and encourages the reporting of any illegal or unethical behavior.
  7. CEO Performance Evaluation
    The Board shall evaluate CEO performance annually and as a regular part of any decision with respect to CEO compensation. It is the responsibility of the Compensation Committee to evaluate CEO performance prior to the Board approval of CEO salary, bonus and long-term incentives (such as stock and option awards), and to report its findings to the Board.

The Board believes that evaluation of the CEO should be based on both qualitative and quantitative factors, including performance of the business, management of challenges, ethical leadership conduct, accomplishment of long-term objectives, strategic positioning of the Company for the future, development of management, and industry leadership and maintenance of the reputation of the Company.

  1. Succession Planning and Key Senior Management Development
    The CEO and the Nominating and Corporate Governance Committee shall develop a formalized process governing management succession. The CEO shall report to the Board annually about the development of senior management personnel and succession plans, which shall be approved by the Board.

The CEO shall consult with members of the Board in the hiring of key senior executives.

  1. Press & Media Relations
    The CEO shall coordinate media relations. The CEO shall consult the Board relative to significant corporate media matters.

Meetings of the Board of Directors

  1. Chairman of Board
    The Chairman of the Board may, but is not required to, also hold the office of CEO. The Board of Directors elects the Chairman annually.
  2. Frequency of Meetings The Board shall meet at least one time each quarter. The Board will meet at least once annually to review strategic planning. Furthermore, the Board believes that the number of scheduled meetings should vary with circumstances and that special meetings should be called as necessary.
  3. Access to Management
    The Board members shall have complete access to the Company’s management, subject to appropriate coordination with the CEO. It is assumed that Board members will use judgment to ensure that this contact is not distracting to the business operations of the Company and that such contact, if in writing, be copied to the CEO. Furthermore, the Board encourages senior management to, from time to time, bring managers into Board meetings who: (a) can provide additional insight into the items being discussed because of specific knowledge in these areas, or (b) have strong future potential that the senior management believes should be given exposure to the Board.
  4. Executive Sessions
    A meeting of independent directors without management present, shall be held regularly, but in no event less than twice annually.. These meetings can be expanded into longer sessions as needed and additional meetings of the outside directors can be scheduled as required. At the beginning of each Executive Session, the outside directors shall elect one of the Committee Chairs as the director to lead the session.
  5. Attendance of Non-Directors at Meetings
    Board members and the CEO have a right to invite members of management to Board meetings at appropriate times. The Board has the right to limit or discontinue such invitations.
  6. Agendas and Presentations
    The Chairman and CEO should establish the agenda for each Board meeting, taking into account suggestions of other Board members. Board members may suggest the inclusion of particular items on the agenda. As with the agenda, the Board believes that the Chairman and CEO should determine the form of each presentation to the Board and the person to make such presentation.

It is the policy of the Board that the CFO will give a presentation on the financial results of the Company and related issues at each Board meeting.

  1. Dissemination of Information
    Each director shall receive regular and timely information, such as operational, strategic and industry highlights and summaries of financial results, on a quarterly basis in conjunction with scheduled board meetings.. Management shall distribute selected external information, including analyst reports, major news clippings and Company press releases as soon as possible after publication. Each director shall also receive a copy of the Corporate Board newsletter.
  2. Independent Advisors
    The Board (or with the Board’s approval, a committee) may seek legal or other expert advice from a source independent of management. This would be with the knowledge of the CEO.

Board Structure

  1. Composition of Board
    The Board shall be comprised of a substantial majority of independent directors.
  2. Definition of Independent Director
    In determining independence, the Board will consider the factors that will contribute to effective oversight and decision-making by the Board as well as the definition of independence set forth in the New York Stock Exchange listing standards as follows:
    1. No director qualifies as "independent" unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). These determinations must be disclosed.
    2. In addition:
      1. A director who is an employee, or whose immediate family member is an executive officer, of the company is not independent until three years after the end of such employment relationship.
      2. A director who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the company, other than 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), is not "independent" until three years after he or she ceases to receive more than $100,000 per year in such compensation.
      3. A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the company is not "independent" until three years after the end of such service or the employment relationship.
      4. A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the listed company's present executives serve on that company's compensation committee is not "independent" until three years after the end of such service or the employment relationship.
      5. A director who is an executive officer or an employee, or whose immediate family member is and executive officer, or a company that makes payments to, or receives payments from, the listed company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues, is not "independent" until three years after falling below such threshold. Board independence shall also require a five-year "cooling off" period for former auditors and their family members. The Company shall provide for appropriate disclosure of each director's financial and personal ties to the Board and the Company. All questions involving the independence of a director shall be first considered by the Nominating and Corporate Governance Committee for determination. That Committee shall present its conclusions and recommendations to the full Board for final resolution of any question relating to a director's independence.
  3. Size of Board
    The Board shall assess its size from time to time. In addition, the Nominating and Corporate Governance Committee will make recommendations regarding increasing or decreasing size. It is the Board's policy that smaller boards are generally more effective, and the Board should be comprised of 6 to 15 members.
  4. Director Retirement Age and Term Limits
    Directors should serve only as long as they add value to the Board. The director's ability to continue to contribute to the Board shall be considered each time the director is considered for re-nomination. When certain predetermined criteria established from time to time by the Board are met, it may be desirable to promote director turnover to obtain fresh ideas and critical thinking that a new director can bring to the Board. All such matters shall be reviewed annually by the Nominating and Corporate Governance Committee in connection with the Board's self-assessment each year.
  5. Director Appointments
    The Nominating and Corporate Governance Committee nominates directors for the Board and, ultimately, shareholder approval. It is the Nominating and Corporate Governance Committee's responsibility to make director recommendations to the full Board for appointments to fill vacancies with respect to any unexpired term on the Board, and to recommend nominees for submission to Shareholders for approval at the time of the Annual Meeting. It is the joint responsibility of the Nominating and Corporate Governance Committee and the Chairman to extend the offer to a new director candidate to serve on the Board. The Company does not set specific criteria for directors but believes that candidates should show evidence of leadership in their particular field, have an appropriate level of financial expertise, have board experience and the ability to exercise sound business judgment, have specific knowledge about the Company's business and be able to network in a way that promotes the Company's interests.
  6. Director Orientation/Continuing Education
    The Chairman and Nominating and Corporate Governance Committee shall establish an orientation program for new Board members and establish an annual continuing education program annually for all directors.
  7. Director Evaluation
    The Nominating and Corporate Governance Committee shall be responsible for evaluating the composition of the Board, including their independence of Board members, as part of its process for recommending director nominees to the Board. The Nominating and Corporate Governance Committee shall be responsible for coordinating an annual evaluation of the Board's performance as a group, procedures and independence that will be presented to and approved by the entire Board.
  8. Director Compensation and Stock Ownership
    On an annual basis, the compensation of directors shall be reviewed by the Compensation Committee, which shall make recommendations to the full Board. The Board shall also maintain minimum stock ownership guidelines for directors. Until otherwise determined by the Board upon recommendation of the Nominating and Corporate Governance Committee, minimum stock ownership shall be 10,000 shares of common stock, or $100,000 of stock purchases, whichever is less, to be attained by each Board member in the five year period following such director's initial election. The Chairman of each Committee shall be paid commensurate with the breadth and depth of his or her responsibilities.
  9. Service of Former CEO on the Board
    The Board believes that determining if the former CEO should serve on the Board after retirement shall be decided in each individual case. The Board shall consider whether a change in an individual's professional responsibilities directly or indirectly impacts that individual's ability to fulfill directorship obligations. To facilitate the Board's consideration the CEO and other employee directors shall submit a resignation as a matter of course upon retirement, resignation, or other significant change in profession roles.
  10. Number of Directorships on Corporate Boards (Excluding Boards of companies Controlled by the Company)
    The CEO and other employee members of the Board shall seek the approval of the Board before accepting outside Board memberships. The Nominating and Corporate Governance Committee shall consider, at nomination, the number of directorships held by non-management directors in determining whether such directors are able to fully discharge their responsibilities as a member of the Board.
  11. Directors Who Change Their Job Responsibilities Mid-Director Term
    Any Board member whose professional responsibilities change substantially during their mid-director term will be expected to immediately notify the Board in writing of all relevant information necessary for their consideration. The Nominating and Corporate Governance Committee shall consider whether a change in an individual's professional responsibilities directly or indirectly impacts that person's ability to fulfill directorship obligations, with appropriate report and recommendations to the full Board.

Committees of the Board

  1. Number and Types of Committees
    The Company shall maintain an Audit Committee, Compensation Committee and a Nominating and Corporate Governance Committee. The Board shall consider and approve a charter for each committee. Each committee shall have a minimum of three members each. The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be comprised solely of independent members. Members of these committees shall only receive compensation in the form of director's fees (including meeting fees). Disallowed compensation for a committee member includes fees paid directly or indirectly for services as a consultant or a legal or a financial advisor, regardless of the amount. No restriction on the form or amount of compensation as a director or committee member is intended. The Board should evaluate the time commitments required to serve on each of the committees and adjust compensation appropriately.
  2. Assignment and Rotation of Committee Members
    The Chairman shall recommend committee appointments for the consideration and approval of the full Board. The Board expects that assignments will be made to ensure compliance with any applicable stock exchange or legal requirements.
  3. Frequency of Committee Meetings
    The Board will generally recommend an annual committee meeting schedule for all standing committees, but it is the responsibility of committee chairmen, in consultation with committee members, to determine the frequency and length of committee meetings. Each committee will meet at least twice annually, except that the Audit Committee shall meet not less than quarterly.
  4. Committee Agendas
    Committee chairmen, in consultation with appropriate members of management and committee members, shall determine committee agendas. The CFO will act as the management liaison to provide committees with requested financial data and analyses. The General Counsel will act as the management liaison to assemble and distribute agendas and facilitate minutes and reports preparation.
  5. Committee Reports
    Reports of committee meetings are submitted to the full Board following each committee meeting. Generally, Committees are advisors to the full Board and are empowered to make such recommendations deemed necessary or advisable by the Committees. However, committee actions are binding and final when authority is expressly delegated to a committee by the Board consistent with applicable corporate law (including, for example, the approval of stock option grants by the Compensation Committee). Committee chairmen are offered the opportunity to comment on committee activities at each Board meeting.
  6. Independent Advisors
    A committee may seek legal or other expert advice from a source independent of management with the Board's approval. Generally, this would be with the knowledge of the CEO.

Committees

1. Audit Committee
The Audit Committee shall have a written charter that includes the following:

  1. The committee's purpose is to provide Board oversight of the integrity of the Company's financial statements, (including internal controls), the Company's compliance with legal and regulatory requirements, the independent auditor's qualifications and independence and the performance of the Company's internal audit function and independent auditors and prepare the report that SEC rules require be included in the Company's annual proxy statement.
  2. The Audit Committee shall be comprised solely of independent directors with a minimum of three directors. (See definition of independence).
  3. Members of this committee shall only receive compensation in the form of director's fees. Given the significant amount of time required of the audit committee in its monitoring and enforcement role, compensation should be commensurate with the time commitment required.
  4. At least one member of the Audit Committee shall qualify as a "financial expert", as defined in the Sarbanes-Oxley Act, Section 407.
  5. Independent auditors shall be prohibited from providing any other non-audit related services besides tax and regulatory filing preparation.
  6. The Audit Committee shall mandate that the senior partners of the Company's independent auditor be rotated every 5 to 7 years.
  7. The Audit Committee shall establish procedures for anonymous and confidential receipt of complaints regarding Company's audit practices.
  8. The duties of the Audit Committee are to retain and terminate the company's independent auditors subject to shareholder ratification. The Audit Committee must have the sole authority to approve all audit engagement fees and terms as well as all significant non-audit engagements with the independent directors.
  9. At least annually obtain and review a report by the independent auditor describing: the firm's internal control procedures; any material issues raised by the most recent internal control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues: and (to assess the auditor's independence) all relationships between the independent auditor and the company.
  10. Discuss the annual audited financial statements and quarterly financial statements with management and the independent auditor, including the company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations."
  11. Discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.
  12. As appropriate, obtain advice and assistance from outside legal, accounting or other advisor.
  13. Discuss policies with respect to risk assessment and risk management. The Audit Committee shall discuss guidelines and policies to govern the process by which this is handled.
  14. Meet separately, at least quarterly, with management, with internal auditors (or other personnel responsible for the internal audit function), and with independent auditors. Review with the independent auditor and internal auditors any audit problems or difficulties and management's response. Set clear hiring policies for employees or former employees of independent auditors.
  15. Report regularly to the Board of Directors. The Audit Committee should review with the Board any issues that arise with respect to the company's financial statements, the company's compliance with legal or regulatory requirements (including Sarbanes-Oxley and SEC requirements) and the performance of the independent auditors.
  16. The Audit Committee shall review major issues regarding accounting principles and financial statement presentations, analyses prepared by management or independent auditors regarding preparation of financial statements, the effect of regulatory and accounting initiatives and earnings press releases as well as financial information and earnings guidance provided to analysts and rating agencies.
  17. The Audit Committee shall adopt policies and procedures to ensure its documented receipt of information required to be disclosed pursuant to legal or regulatory directives. Such documentation may take the form of officer certificates, internal audit reports, special reviews by independent auditors and other reviews.
  18. The Audit Committee shall review and suggest changes, as appropriate, to ensure that responsibilities allocated to corporate management are consistent with legal, regulatory and Board policy directives, including responsibilities specifically reserved for Committees of the Board.

2. Compensation Committee
The Compensation Committee shall have a written charter that addresses the following:

  1. The committee's purpose is to discharge the Board's responsibilities relating to compensation of the Company's executives and the Board of Directors and to produce an annual report on executive and Board compensation.
  2.  
  3. The Compensation Committee shall be comprised solely of independent directors with a minimum of three directors. (See definition of independence).
  4. Members of this committee shall only receive compensation in the form of director's fees.
  5. The committee's duties and responsibilities are to review and approve corporate goals and objectives relevant to executive officer compensation, evaluate executive officer performance in light of goals and objectives, set executive officer compensation based on evaluation, make recommendations to the Board with respect to incentive-compensation plans and equity-based plans, including director plans.
  6. Structure components of compensation to be competitive as to company size, industry characteristics, location, and other competitive factors.
  7. Approve a compensation package that will enable the Company to attract, retain, and motivate the executive management, and in turn create an environment that attracts and motivates management talent.
  8. Utilize available relevant data, including internal and external compensation studies and surveys, to form the basis for its compensation policies.
  9. Achieve a balance between short-term pay and long-term incentives.
  10. The Compensation Committee shall meet at least twice annually or as deemed necessary.

3. Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee shall have a written charter that addresses the following:

  1. The committee's purpose is to identify individuals qualified to become Board members and to develop a set of corporate governance principles and monitor adherence to the principles.
  2. The Nominating and Corporate Governance Committee shall be comprised of a minimum of three independent directors.
  3. Members of this committee shall only receive compensation in the form of director's fees.
  4. The Nominating and Corporate Governance Committee will conduct an annual evaluation of Board member independence to ensure compliance with Company's policies on independence.
  5. The Committee's duties and responsibilities are to establish criteria for prospective members, conduct candidate searches, interview prospective candidates and conduct programs to introduce the candidate to the Company, its management and operations, and confirm the appropriate level of interest of such candidates. In addition, the Committee will oversee the Board's charters, bylaws and corporate governance principles and policies. The Committee will regularly monitor current practices in corporate governance and make recommendations for amendments to the Company's principles as required.
  6. Formally propose the slate of directors to be elected at each annual meeting of shareholders and described in the Company's proxy. The Committee will make these recommendations as part of its business at a meeting held each year at a time determined by the Committee.
  7. It is the joint responsibility of the Nominating and Corporate Governance Committee and the Chairman to extend the offer to a new director candidate to serve on the Board.
  8. Evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease.
  9. The Nominating and Corporate Governance Committee shall be responsible for evaluating directors as part of its process for recommending director nominees to the Board, including recommending any changes in Board composition determined advisable by the Committee. In addition, the Nominating and Corporate Governance Committee shall be responsible for coordinating an annual evaluation of the Board's performance and procedures that will be presented to and approved by the entire Board.
  10. The Nominating and Corporate Governance Committee, in conjunction with the Chairman, shall ensure a suitable orientation for new Board members and establish an annual continuing education program for all directors.
  11. The Nominating and Corporate Governance Committee shall meet at least twice a year or as deemed necessary.

Compliance with Laws, including the Sarbanes-Oxley Legislation
The Company shall comply with all applicable laws, including without limitation, recent regulations related to corporate governance and shall continually monitor developments to ensure legal compliance and alignment with corporate governance best practices.

  1. CEO/CFO Certifications
    Effective immediately, the Sarbanes-Oxley Act, Section 906, requires that the CEO and CFO certify that the Company quarter-end and year-end financial statements are accurate to the best of their knowledge, under threat of criminal and civil punishment, beginning with the June 30, 2002 quarter-end financial statements.
  2. Accounting Restatements
    Effective immediately, the Sarbanes-Oxley Act, Section 304, states the CEO and CFO must reimburse the Company for any bonus or profits from equity sales received during the year (for which the restatement is made) if the Company must prepare accounting restatements due to noncompliance with any financial reporting requirement under the securities laws due to misconduct.
  3. Loans to Directors and Officers
    In addition to complying with Sarbanes-Oxley Act, Section 402, regarding the immediate prohibition of loans to directors and executive officers, the Company shall offer full and complete disclosure of all sources and forms of executive management and director compensation in a clear and concise manner. Full disclosure shall include, at a minimum, all perquisites, all stock rewards, stock options exercised as well as stock options granted and their estimated value as well as any other forms of compensation.
  4. Transactions in Company Securities
    Section 403 of the Sarbanes-Oxley Act amends Section 16 of the 1934 Securities Act. The new regulation requires that changes in ownership of the Company's securities by directors, executive officers and 10% owners must be disclosed within two business days. When the mandated electronic filing system is operative (no later than August 29, 2003), changes in ownership must be disclosed electronically by the next business day.
  5. Blackout Periods
    The Sarbanes-Oxley Act, Section 306, states that it shall be unlawful for any director or executive officer to purchase, sell or otherwise transfer any equity security of the Company during a pension plan "blackout period." The Plan administrator must notify the relevant individuals (in writing) prior to such blackout, at least 30 days in advance. (Effective January 26, 2003).
  6. Changes in Financial Conditions and Operations
    The Sarbanes-Oxley Act, Section 409, mandates the SEC to create additional rules regarding the "rapid and current" disclosure of information concerning material changes in financial condition and operations.

The SEC has proposed 15 new events that will trigger the filing of Form 8-K:

    1. A material agreement not made in the ordinary course of business;
    2. the termination of a material agreement not made in the ordinary course of business;
    3. the termination or reduction of a business relationship with customer that constitutes a specified amount of revenues;
    4. the creation of a direct or contingent financial obligation that is material to the Company;
    5. any events triggering direct or contingent financial obligation that is material to the Company, including the default or acceleration of an obligation;
    6. any exit activities including material write-offs and restructuring charges;
    7. any material impairment;
    8. the change in a rating agency decision, issuance of a credit watch or change in the Company outlook;
    9. the movement of the Company's securities from one exchange or quotation system to another, delisting of the Company's securities from an exchange or quotation system, or a notice that a Company does not comply with a listing standard;
    10. a conclusion or notice that security holders no longer shall rely on the Company's previously issued financial statements or related audit report
    11. any material limitation, restriction or prohibition (including the beginning and end of lock-out periods), regarding the Company's employee benefit, retirement and stock ownership plans;
    12. unregistered sales of equity securities by Company;
    13. material modifications to rights of holders of Company's securities;
    14. departure of a director for reasons other than disagreement or removal for cause, appointment or departure of principal officer, and election of new director; and
    15. material amendment to Company's articles of incorporation or bylaws.Lastly, the SEC proposal also shortens the filing deadline for Form 8-K to two business days.
  1. Off-Balance Sheet Transactions
    The Sarbanes-Oxley Act, Section 401, states the SEC shall issue rules requiring:
    1. Disclosure in annual and quarterly reports of off-balance sheet transactions that may have a material effect on financial condition.
    2. Reconciliation of financial statements (including pro forma financial information) with GAAP.
  2. Internal Controls
    The Sarbanes-Oxley Act, Section 404, states the SEC shall issue rules that require Form 10-K to include an internal control report:
    1. stating the responsibility of management for maintaining an adequate internal control and financial reporting structure; and
    2. containing an assessment, as of the end of the Company's most recent fiscal year, of the effectiveness of the internal control structure.

The Sarbanes-Oxley Act, Section 302, states that the audit committee or sub-committee of the audit committee must implement all rules of Section 404 of the Sarbanes-Oxley Act by December 31, 2002.

  1. Filing of Annual and Quarterly Reports
    The Sarbanes-Oxley Act, Section 408, states that the SEC will review each issuer's 1934 Act reports at least once every three years.

Additionally, the SEC has proposed that the filing of quarterly reports and annual reports be accelerated to 30 calendar days after period-end for quarterly reports and to 60 calendar days after fiscal year-end for annual reports.

Other

  1. Shareholder Control


It is recommended that shareholders be given the opportunity to vote on all equity based compensation plans and any material amendments to such plans. The Company will publicly support brokers obtaining instructions from their customers before voting their customer shares.

  1. Responsibilities of Attorneys


The Company shall notify internal and external attorneys that it is expected that they comply with the Sarbanes-Oxley Act, Section 307, effective immediately.

  1. Public Reprimand


It is the Company's policy to comply with all NYSE corporate governance standards to avoid any public reprimand. It is the responsibility of the Nominating and Corporate Governance Committee to monitor the Company's compliance and make recommend changes.