1. Role of the Board.
The primary responsibility of the Board is to oversee the business affairs of the Corporation. In addition, the Board selects, and provides advice and counsel to, the Chief Executive Officer and certain senior executive officers. The Board believes that this responsibility is best carried out by establishing a corporate culture of accountability, responsibility and ethical behavior through the careful selection and evaluation of senior management and members of the Board and by carrying out the Board's responsibilities with honesty and integrity.
In discharging their responsibilities, Directors should be entitled to rely on the honesty and integrity of the Corporation's senior executives and its outside advisors and auditors. Board members are expected to diligently prepare for, attend and participate in all Board meetings and meetings of committees of the Board on which they serve and to devote the time necessary to discharge their responsibilities.
2. Size of the Board.
The Board will determine the appropriate size of the Board from time to time based on the recommendations of the Public Policy and Corporate Governance Committee. The Board believes that an appropriate size for the Corporation is between ten and 15 members. The actual number of directors may be modified at any time by a majority vote of the Directors then in office.
3. Independent Directors.
At least three-fourths of the Board members will be "independent" under the rules of the New York Stock Exchange and under applicable law. The Board believes that the Corporation's Chairman and Chief Executive Officer and President should be the only Corporation executives serving as a director. The Board of Directors has adopted the categorical standards of independence set forth on Exhibit A to assist it in making independence determinations.
4. Lead Director.
A Lead Director will be appointed annually by the Board after recommendation by the Public Policy and Corporate Governance Committee. The Lead Director shall be an independent Director. The Lead Director will preside over executive sessions of the Board of Directors, acting as the liaison between the independent Directors and the Chairman, President and Chief Executive Officer. The Lead Director may also serve as the contact person to facilitate communications by members and shareholders directly with the non-management members of the Board. The Lead Director may also provide input to the Chairman, President and Chief Executive Officer on agendas for meetings of the Board of Directors. The Lead Director serves temporarily as Chairman of the Board and the Corporation's spokesperson in the event the Chairman of the Board is unable to act. The Board of Directors has adopted Lead Director Guidelines set forth on Exhibit B.