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: Guidelines
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Standing Committees. The Board has five standing committees: the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, the Executive Committee and the Retirement Plans Committee. The members of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee shall be "independent" within the meaning of the NYSE's listing standards and the SEC. Further, no member of the Audit Committee may be an affiliated person of the Company within the meaning of Section 10(A) of the Securities Exchange Act of 1934.
Board Orientation and Continuing Education. The Nominating/Corporate Governance Committee shall be responsible for developing, planning and overseeing a Directors' Education Program and for developing an orientation program for new directors.
Annual Board Evaluation. The Nominating/Corporate Governance Committee shall conduct an annual compliance review of the activities and operations of the Board and the standing committees and make recommendations, as necessary to the Board to facilitate such compliance. The Nominating/Corporate Governance Committee shall also establish and lead the Board's performance review process in order to measure the effectiveness of the Board, its committees and individual directors.
Term Limits - Retirement Policy. The Board does not limit members from serving on the Board after a certain number of terms because such limitations precludes the ability to benefit from the insight of long term members of the Board into the Company and its operations which in turn provides increasing contribution to the Board as a whole. The Board has established a retirement age for directors of 75 years. Directors may complete terms for which they were elected prior to age 75.
Executive Sessions of Non-Management Directors. The Non-Management Directors of the Company will meet at regularly scheduled executive sessions (i.e. with no management directors or management present). Non-Management Directors are defined in accordance with Rule 16a-1(f) of the Securities Act of 1933, as amended. A lead director, who shall be a non-management director, the meetings will call any Executive session of the Board and will encompass such topics as the non-management directors determine. The The lead director shall confer with the Chairman and with the CEO on any matters that may require their attention. Instructions as to how interested parties may make their concerns known to the non-management directors as a group will appear in the Company's annual meeting proxy materials.
Board Contact with Senior Management. Directors shall have complete access to senior management of the Company in order to ensure that the directors can ask all questions and access information necessary to fulfill their duties. The Board may specify a procedure for making such inquiries. When appropriate, Company personnel may be invited to attend any Board meeting at which their presence and expertise would help the Board to have a full understanding of matters being considered.
Access to Advisors. The Board shall have the ability to engage, consult with and access such outside sources, including consultants, experts, auditors and other advisors as they deem prudent in order to fulfill their responsibilities.
Director Compensation. The Compensation Committee shall annually review Board compensation and make recommendations to the Board for changes in form and amount of director compensation in order to ensure competitive remuneration based on companies of similar size and to ensure the maintenance of director independence requirements. Directors who are full time employees or have consulting agreements serve without additional compensation, unless otherwise authorized by the Board. A Director may defer Compensation, including compensation for serving on a committee, in accordance with the Company's policy on deferral of directors' fees.
Annual CEO Evaluation. The Compensation Committee shall review and approve corporate goals and objectives as submitted by the CEO on an annual basis. The Compensation Committee shall review and evaluate the CEO's performance in relation to the goals and objectives and make recommendations to the Board with respect to incentive based compensation and set the CEO's compensation taking into consideration similar compensation levels and incentive awards at similar companies. The Compensation Committee shall also, at least annually, review and approve the CEO's employment agreement and any special or supplemental benefits.
CEO and Senior Management Succession Planning. The CEO shall periodically report to the Board on management development and succession planning. The Board shall identify, and periodically update, the qualities and characteristics necessary for an effective CEO of the Company. The Board shall monitor and review potential internal candidates and have contingency plans in the event of the departure, death or disability of the CEO or other senior management to ensure emergency succession planning to facilitate any necessary leadership transition.
Board Interaction with Institutional Investors, the Press, etc. The Board believes that management speaks for the Company. Non-Management Directors of the Board shall not respond to media inquiries regarding the Company. All such inquiries shall be referred to the CEO of the Company or his designee for appropriate handling. It is anticipated that individual Board members may, from time to time, meet or otherwise communicate with various constituencies involved with the Company. It is expected that the Board members will do so only with the knowledge of management, and in most situations, at the request of management.
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