½ðÁ«Ö±²¥

Introduction

The Board of Directors (the ¡°Board¡±) oversees the management of ½ðÁ«Ö±²¥, Inc.¡¯s (¡°½ðÁ«Ö±²¥¡±) business operations and ensures that the interests of ½ðÁ«Ö±²¥¡¯ stockholders are served. The Board recognizes that to advance the interests of stockholders, the interests of other ½ðÁ«Ö±²¥ stakeholders, including, among others, customers, employees, business partners and local communities are important. The Board has established a governance framework to meet these obligations in compliance with applicable laws and regulations. These guidelines are reviewed and modified by the Board from time to time, as appropriate.

Board Oversight

• Management Oversight. Stockholders elect the Board to oversee management and to assure that stockholder interests are served. Through oversight, review, and counsel, the Board oversees ½ðÁ«Ö±²¥¡¯ business, strategic, environmental, social and organizational objectives. The Board is deeply engaged and involved in ½ðÁ«Ö±²¥' long-term strategy, including evaluating key market opportunities and competitive developments. The Board and its committees oversee, among other areas, business affairs and integrity, senior executive succession planning, and internal control over financial reporting and external audit, and perform the annual Chief Executive Officer (¡°CEO¡±) evaluation.
• Risk Oversight. The Board oversees risk management at ½ðÁ«Ö±²¥. The Board executes its oversight responsibility directly and through its committees, who regularly report back to the Board. For information on specific areas of risk oversight, each committee has a charter describing its specific responsibilities which can be found on our website at /company/corporate-governance-ethics/board-committees.html.

Composition of the Board; Director Independence

• Selection of Chairperson. The Chairperson of the Board shall be appointed periodically by the Board based on the recommendation of the Corporate Governance and Nominating Committee (the ¡°CGN Committee¡±). The positions of Chairperson of the Board and CEO may be held by the same person. In the event that such positions are held by the same person or that the Chairperson of the Board is not an independent director in accordance with the applicable federal securities laws and rules of The Nasdaq Stock Market, the independent directors of the Board shall appoint a Lead Independent Director to serve until replaced by the independent directors of the Board based on the recommendation of the CGN Committee. 
• Selection of Directors. The CGN Committee shall identify and recommend to the Board individuals for membership on the Board. The Board is responsible for selecting its members and recommending them for election or reelection by the stockholders.
• Annual Election of Directors; Term Limits. Directors are elected by the stockholders every year and are not subject to term limits. Directors who have served on the Board for an extended period provide valuable insight into ½ðÁ«Ö±²¥¡¯ business and operations based on this experience.
• Board Size. The CGN Committee will periodically review the appropriate size of the Board.
• Board Membership Criteria. The CGN Committee is responsible for evaluating, and then reviewing with the Board, the requisite skills and characteristics of Board nominees, as well as the composition of the Board as a whole. The CGN Committee and the Board will also consider diversity in their assessment of potential candidates for the Board, including diversity of personal background, professional experience, qualifications and skills. This assessment will include consideration of individual skills, experience and perspectives that will help create an outstanding, dynamic, diverse and effective Board.
• Independent Directors. Director independence is a cornerstone of good corporate governance, enabling the Board to objectively exercise oversight, evaluate performance and provide strategic direction. Our independent Board members provide the CEO and the rest of the management team unbiased input, while acting as a sounding board for new ideas. Except during periods of temporary vacancies, a majority of the Board must qualify as independent directors in accordance with the applicable federal securities laws and rules of The Nasdaq Stock Market.
• Lead Independent Director. The Lead Independent Director (if appointed) approves the agenda, the schedule and materials for regular Board meetings, serves as chairperson of regular Board meetings when the Chairperson of the Board is absent, calls executive sessions of the independent directors, establishes the agenda for and presides at executive sessions, provides feedback from executive sessions to management, serves as a liaison between the CEO and non-independent Chairperson (if applicable) and the independent directors, participates in the annual performance evaluation of the CEO, presides over periodic meetings of the independent directors, encourages dialogue between the independent directors and management and serves as the primary point of contact for stockholders who wish to engage directly with the Board. The Lead Independent Director (if appointed) also performs such other duties as the Board may establish or delegate. 

Number and Composition of Board Committees

• Board Committee Composition. The purpose and responsibilities for each of the Board¡¯s committees shall be outlined in committee charters adopted by the Board. The Board currently has the following three standing committees: the Audit Committee, the Compensation and Organizational Development Committee (the ¡°Compensation Committee¡±) and the CGN Committee.
• Other Board Committees. The Board may, from time to time, form new committees, reallocate responsibilities of one committee to another committee or disband a current committee. In addition, the Board may form ad hoc committees from time to time and determine the composition and areas of competence of such committees.

Majority Voting in Election of Directors

• Majority Voting. In accordance with ½ðÁ«Ö±²¥¡¯ Bylaws, in an uncontested election, a candidate for director will be elected only if the votes ¡°for¡± the candidate exceeds 50% of the number of votes cast on the issue of that director¡¯s election (including votes ¡°for¡± and votes ¡°against¡± with respect to that director¡¯s election, but excluding any abstentions or broker non-votes). Notwithstanding the foregoing, in a contested election, each director to be so elected will be elected by a plurality of the votes cast by stockholders at such meeting, and shall only include votes ¡°for¡± and votes to withhold authority.
• Advance Conditional Resignation. A director who stands for re-election is expected to tender their resignation if they fail to receive the required number of votes for re-election. The Board shall nominate for election or re-election as director only candidates who tender, prior to such nomination, an irrevocable resignation that will be effective only upon (i) the failure to receive the required vote at a meeting at which they stand for election or re-election and (ii) the Board¡¯s acceptance of such resignation in the Board¡¯s exclusive discretion. In addition, the Board shall fill director vacancies and new directorships only with candidates who tender, prior to their appointment to the Board, the same form of resignation tendered by other directors in accordance with these guidelines.
• Resignation Review Process. If a director fails to receive the required vote for re-election (a "Majority Against Vote") in an uncontested election, the CGN Committee shall promptly (i) consider such director¡¯s resignation offer and the appropriate response based on the best interests of ½ðÁ«Ö±²¥ and, if known, the reasons for the Majority Against Vote, and (ii) make a recommendation to the Board (which may include accepting the resignation, maintaining the director but addressing what the CGN Committee believes to be the underlying cause of the ¡°against¡± votes, maintaining the director but resolving that the director will not be re-nominated in the future for election, or rejecting the resignation). The Board will act on the CGN Committee's recommendation within 90 days following certification of the stockholder vote. Thereafter, ½ðÁ«Ö±²¥ will publicly disclose the decision reached by the Board and the reasons therefor. Any director who offers their resignation pursuant to this provision is expected to not participate in the CGN Committee or Board deliberations regarding whether to accept the resignation offer. However, if each member of the CGN Committee received a Majority Against Vote at the same election or if the only directors who did not receive a Majority Against Vote in the same election constitute three or fewer directors, then all directors may participate in the action regarding whether to accept the resignation offers, with each director who is required to offer their resignation in accordance with these guidelines recusing him or herself from the CGN Committee's and Board's deliberations and voting with respect to their individual offer to resign.

Board Meetings

• Frequency of Board Meetings. The Board will generally hold four regularly scheduled meetings per year and holds additional meetings as necessary. Directors are expected to attend meetings, except in unusual circumstances.
• Attendance at Annual Stockholders Meeting. Directors are expected to attend ½ðÁ«Ö±²¥¡¯ annual stockholders meeting, except in unusual circumstances.
• Executive Sessions. The Board will hold regularly convened executive sessions of the independent directors.
• Access to Employees and External Advisors. The Board is given access to ½ðÁ«Ö±²¥ employees and external advisors to ensure that directors can gather all information necessary to fulfill their duties. Management is encouraged to invite ½ðÁ«Ö±²¥ personnel to any Board meeting at which their presence and expertise would be helpful to the Board. 

Succession Planning and Performance Evaluations

• Succession Planning. The Board will annually review the performance, development plans, retention strategies and succession plans for senior executive officers.
• Board Evaluation. The Board, in conjunction with the CGN Committee, will undertake an annual assessment and evaluation of the Board, its committees and its members.