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Meeting Procedures

Information Access and Agenda Items

The Lead Director and/or the Chairman and the Chief Executive Officer have responsibility for formulating the agenda for Board meetings, with input from other members of the Board. Directors will have access to all of the information that they believe is necessary or useful in fulfilling their duties.  The Company’s mentoring program provides directors direct contact with the operating units and assists in conveying information to the Board.

Executive Sessions

Independent directors will meet, without management present, after each regularly scheduled Board meeting and on such other occasions as they deem appropriate. Independent directors shall also meet annually to review the performance of the Chief Executive Officer.  The Board will designate two or more independent directors, including the Lead Director, if any, to review the conclusions of the performance evaluation with the Chief Executive Officer.

Informational Reports to the Board

The Chief Executive Officer and the Chief Financial Officer, the officers responsible for certifying the Company’s financial statements and SEC reports, will present financial performance reports to the Board at each Board meeting.  The Chief Executive Officer will report, or will arrange for other Company management to report to the Board at least annually on succession planning for the Chief Executive Officer and other key management positions, management development and training and the strategic direction of the Company and each of its divisions.