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Corporate Governance Guidelines

Director Responsibilities

The fundamental responsibility of members of the Company’s Board of Directors is to promote the best interests of the Company and its Shareholders by overseeing the management of the Company’s business.  In doing so, Board members have two basic legal obligations to the Company and its Shareholders:  (a) the duty of care, which requires that Board members exercise appropriate diligence in making decisions and in overseeing management; and (b) the duty of loyalty, which generally requires that Board members make decisions based on the best interests of the Company’s Shareholders and without regard to any personal interest.

Directors are expected to attend all meetings of the Board and committees of which they are a member, and to review all meeting materials provided to them in advance of meetings.  Directors must maintain confidentiality of the Company’s non-public information and abide by applicable laws.

In addition to the general oversight of management, the Board is expected to perform a number of specific functions including the selection and evaluation of the CEO, with the CEO’s compensation determined by the Compensation Committee, together with the other independent members of the Board (as directed by the Board and to the extent consistent with any applicable plan documents or law).  The Board shall annually review a succession plan for the CEO and the CEO’s direct reports, based upon recommendations from the Compensation Committee.

The Board shall also (i) oversee the selection, evaluation, development, and compensation of senior management; (ii) assess major risks facing the Company and review options to mitigate such risks; (iii) review, approve, and monitor significant financial and business strategies and major corporate actions; and (iv) oversee the processes to maintain the utmost integrity and proper management of the Company.  

The Board of Directors may exercise its authority through Board committees in accordance with the Company’s Bylaws.