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