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4. Size of the Board – The Board itself determines its size within the range of 11 to 24 members required by the Company’s Certificate of Incorporation. The Board believes that, at this time, the desirable number of Directors is between 11 and 15. In the event of a vacancy on the Board, the Directors may either fill the vacancy or decrease the size of the Board, in accordance with the terms of the Company's Certificate of Incorporation.
5. Qualifications and Selection of Directors – The Governance Committee is responsible for selecting candidates for Board membership, subject to Board approval, and for extending invitations to join the Board. In selecting candidates, the Board endeavors to find individuals of high integrity who have a solid record of accomplishment in their chosen fields and who display the independence of mind and strength of character to effectively represent the best interests of shareholders. Candidates are selected for their ability to exercise good judgment, and to provide practical insights and diverse perspectives. Consistent with its charter, the Governance Committee is responsible for screening candidates, for establishing criteria for nominees (which shall be described in the Company's annual proxy statement and published on the Company's website), and for recommending to the Board a slate of nominees for election to the Board at the Annual Meeting of Shareholders. Candidates are approved by the full Board. The Board will consider only those candidates for election or re-election to the Board who submit all information required under the Company's By-Laws and these Principles.
6. Independence of Directors – All Directors except the CEO and the President shall be independent. An independent Director is one who is free of any relationship with the Company or its management that may impair, or appear to impair, the Director’s ability to make independent judgments. The Board of Directors determines each Director’s independence after reviewing pertinent facts and circumstances in accordance with these Principles and the independence standards established by the Board. If a change in circumstance affects an independent Director’s continuing independence under the Board’s independence standards, that Director is expected to offer to submit his or her resignation to the Chair of the Governance Committee. The Governance Committee shall determine whether to accept or reject such offer.
7. Management Directors – The only management members of the Board shall be the CEO and the President. Each of the CEO and the President is expected to resign from the Board at the time that his or her service in that capacity terminates.
8. Retirement; Term Limits – The Board does not believe that arbitrary term limits for Directors based on age or years of service are appropriate, as they may sometimes force the Company to lose the contribution of Directors who have over time developed increased insight into the Company and its operations. However, a Director’s service should not outlast his or her ability to contribute and consequently the Board does not believe that Directors should expect to be renominated continually. Each Director’s continued tenure shall be re-considered at the end of his or her term, taking into account the results of the Board’s most recent self-evaluation and Director peer evaluations. It is the Board’s intent to maintain a balance of Directors who have longer terms of service and those who have joined more recently. |
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