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Board Composition and Structure

Board Composition and Structure

Number of Meetings

The Board will meet as frequently as it may determine necessary or appropriate in light of the circumstances and in accordance with the schedule determined by the Chairman or the Lead Director, in consultation with the CEO, where appropriate.  The Chairman, the President or any three directors have the discretion to call additional Board meetings as they deem necessary or appropriate. The independent directors meet in executive session after every Board meeting. Members of management do not attend those executive sessions unless specifically invited by the Lead Director or Chairman.

Board Self-Evaluation

The Board will annually assess the performance of the Board as a group and implement any actions deemed necessary for improvement.  The Board self-evaluation process will periodically include one-on-one interviews with directors conducted by the Chairman, the Chair of the Nominating and Corporate Governance Committee or the General Counsel. The Nominating and Corporate Governance Committee shall oversee this evaluation process.

Access to Management

Directors shall have free access to management and management information.  Members of management will make regular presentations at Board meetings in order to provide particular insights into various aspects of the Company’s business and to provide management with exposure to the Board for purposes of management development.

Access to Experts

The Board and all Committees of the Board shall be entitled, at the expense of the Company, to engage such independent legal, financial and other advisors as they deem appropriate, without consulting or obtaining the approval of any officer of the Company, with respect to any matters subject to their respective authorities.

Board Interaction with Third Parties

The Board believes that management speaks for the Company.  Directors may, from time to time, be contacted by institutional investors, other stockholders, sellers of businesses or possible merger partners, government or community officials, analysts or the press to comment on or discuss the business of the Company.  Directors are expected to refrain from communicating with any of the foregoing without prior consultation with the Chairman and/or the Chief Executive Officer, except in accordance with the policies and procedures adopted by the Board.

Orientation and Education

New directors shall participate in an orientation program, which will be conducted as soon as practicable after their election or appointment to the Board but before their attendance at their first Board meeting.  The content of the orientation program will be determined by the Chairman in consultation with other senior management of the Company.