Number and Names of Board Committees
The Company shall have three standing committees: Audit, Nominating and
Governance, and Personnel and Compensation. The purpose and responsibilities for
each of these committees is outlined in committee charters adopted by the Board.
The Board has the flexibility to form a new committee or disband a current
committee at any time.
Independence of Board Committees
Each of the Audit Committee, the Nominating and Governance Committee and the
Personnel and Compensation Committee shall be composed entirely of Independent
Directors satisfying applicable legal, regulatory and stock exchange
requirements necessary for an assignment to any such committee.
Audit Committee Memberships
No director may serve as a member of the Audit Committee if such director serves on the
audit committees of more than two other public companies unless the Board
determines that such simultaneous service would not impair the ability of such
director to effectively serve on the Audit Committee, and discloses this
determination in the Company’s annual proxy statement.
Assignment and Rotation of Committee Members
The Nominating and Governance Committee shall be responsible for making
recommendations to the Board with respect to the assignment of Board members to
various committees (after taking into account the desires of the individual
Board members and the suggestions of the Chief Executive Officer). After
reviewing the Nominating and Governance Committee's recommendations, the Board
shall be responsible for appointing the Chairman and members to the committees
on an annual basis.
The Nominating and Governance Committee shall annually review the Committee
assignments and shall consider the rotation of the Chair and members with a view
toward balancing the benefits derived from continuity against the benefits
derived from the diversity of experience and viewpoints of the various
Note: It is the sense of the Board that consideration should be given to
rotating committee members periodically at about a 6-year interval, but the
Board does not feel that such a rotation should be mandated as a policy as there
may be reasons at a given point in time to maintain an individual Director's
committee membership for a longer period or shorter period.