Board Self-Evaluation

The Nominating and Corporate Governance Committee is responsible for overseeing an evaluation at least annually of the performance of the Board and the Board’s committees and reporting its conclusions to the Board. The Nominating and Corporate Governance Committee will make appropriate recommendations to the Board following such evaluations, including areas in which the Board can better contribute to the governance and longterm success of the Company.  The purpose of the self-evaluation is to improve the Board’s and the committees’ performance generally and not to target the performance of individual Directors.  The Nominating and Corporate Governance Committee may use the results of its evaluation in determining the criteria for Directors to be considered to fill any vacancies on the Board or on its committees and for inclusion in the slate of Directors to be recommended by the Board at the Annual Meeting of Shareholders.