Governance Principles

 

Abstract of Governing Principles:

  1. Role of Board and Management
  2. Functions of Board
  3. Qualifications
  4. Independence of Directors
  5. Size of Board and Selection Process
  6. Board Committees
  7. Independence of Committee Members
  8. Meetings of Non-Management Directors
  9. Board Leadership
  10. Self-Evaluation
  11. Setting Board Agenda
  12. Ethics and Conflicts of Interest
  13. Reporting of Concerns to Non-Management Directors or the Audit Committee
  14. Compensation of the Board
  15. Succession Plan
  16. Annual Compensation Review of Senior Management
  17. Access to Senior Management
  18. Access to Independent Advisors
  19. Director Education
  20. Policy on Poison Pills
  21. Majority Vote Standard
  22. Stock Ownership Requirements
  23.  Approval of Severance and Death Benefits
  24. Potential Impact on Compensation from Executive Misconduct