LinkedIn Twitter Facebook Instagram
[{"Title":"Operation%20of%20the%20Board%20-%20Meetings%20of%20Directors","PageContent":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3EOperation%20of%20the%20Board%20-%20Meetings%20of%20Directors%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Col%3E%3Cli%3E%3Cp%3E%3Cem%3EChairman%20of%20the%20Board.%3C%2Fem%3E%20The%20Board%20will%2C%20from%20time%20to%20time%2C%20make%20a%20determination%20as%20to%20whether%20the%20Chief%20Executive%20Officer%20of%20the%20Corporation%20should%20also%20serve%20as%20the%20Chairman%20of%20the%20Board.%20At%20all%20times%2C%20the%20Chairman%20of%20the%20Board%20shall%20be%20responsible%20for%20the%20management%20and%20functioning%20of%20the%20Board%20and%20the%20Chief%20Executive%20Officer%20is%20responsible%20to%20the%20Board%20for%20the%20overall%20management%20and%20functioning%20of%20the%20Corporation.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EExecutive%20Sessions%20of%20Non-Management%20Directors%3B%20Lead%20Director.%3C%2Fem%3E%20During%20each%20regular%20Board%20meeting%2C%20the%20Directors%20of%20the%20Corporation%20who%20are%20not%20also%20executive%20officers%20of%20the%20Corporation%20(%E2%80%9CNon-Management%20Directors%E2%80%9D)%2C%20who%20may%20include%20Directors%20who%20are%20not%20otherwise%20independent%20under%20the%20standards%20for%20independence%20enumerated%20by%20these%20Guidelines%2C%20shall%20meet%20in%20scheduled%20executive%20sessions.%20If%20the%20Chairman%20of%20the%20Board%20is%20a%20Non-Management%20Director%2C%20the%20Chairman%20of%20the%20Board%20shall%20preside%20at%20each%20executive%20session.%20If%20the%20Chairman%20of%20the%20Board%20is%20not%20a%20Non-Management%20Director%2C%20the%20Non-Management%20Directors%20shall%20either%20select%20a%20Non-Management%20Director%20to%20preside%20at%20each%20executive%20session%20or%20shall%20establish%20a%20procedure%20by%20which%20the%20presiding%20director%20at%20each%20executive%20session%20shall%20be%20selected.%20The%20Director%20selected%20to%20preside%20at%20Executive%20Sessions%20shall%20be%20the%20Corporation%E2%80%99s%20Lead%20Director.%20At%20least%20once%20each%20year%2C%20an%20executive%20session%20shall%20be%20held%20including%20only%20Non-Management%20Directors%20who%20are%20also%20independent%20under%20the%20standards%20for%20independence%20enumerated%20by%20these%20Guidelines.%20In%20addition%2C%20each%20December%2C%20the%20Non-Management%20Directors%20shall%20meet%20in%20executive%20session%20to%20evaluate%20the%20performance%20of%20the%20Chief%20Executive%20Officer.%20In%20evaluating%20the%20Chief%20Executive%20Officer%2C%20the%20Non-Management%20Directors%20shall%20take%20into%20consideration%20the%20executive%E2%80%99s%20performance%20in%20both%20qualitative%20and%20quantitative%20areas%2C%20including%3A%3C%2Fp%3E%3Cul%3E%3Cli%3Eleadership%20and%20vision%3B%3C%2Fli%3E%3Cli%3Eintegrity%3B%3C%2Fli%3E%3Cli%3Ekeeping%20the%20Board%20informed%20on%20matters%20affecting%20the%20Corporation%20and%20its%20operating%20units%3B%3C%2Fli%3E%3Cli%3Eperformance%20of%20the%20business%20(including%20such%20measurements%20as%20total%20stockholder%20return%20and%20achievement%20of%20financial%20objectives%20and%20goals)%3B%3C%2Fli%3E%3Cli%3Edevelopment%20and%20implementation%20of%20initiatives%20to%20provide%20long-term%20economic%20benefit%20to%20the%20Corporation%3B%3C%2Fli%3E%3Cli%3Eaccomplishment%20of%20strategic%20objectives%3B%20and%3C%2Fli%3E%3Cli%3Edevelopment%20of%20management.%3C%2Fli%3E%3C%2Ful%3E%3Cp%3E%20In%20addition%2C%20the%20Non-Management%20Directors%20will%20review%20annually%20management%20succession%20plans%20and%20development%20programs%20for%20members%20of%20executive%20management%2C%20including%20the%20Chief%20Executive%20Officer.%20Specifically%2C%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20will%20oversee%20a%20Chief%20Executive%20Officer%20succession%20process%2C%20which%20will%3A%3C%2Fp%3E%3Col%3E%3Cli%3EIdentify%20criteria%20for%20the%20Chief%20Executive%20Officer%20position%20that%20reflects%20the%20Company%E2%80%99s%20business%20strategy%3B%3C%2Fli%3E%3Cli%3EIdentify%20and%20develop%20internal%20candidates%20for%20the%20Chief%20Executive%20Officer%20position%20or%20identify%20the%20need%20for%20external%20candidates%20if%20deemed%20appropriate%3B%20and%3C%2Fli%3E%3Cli%3EDevelop%20and%20maintain%20an%20emergency%20CEO%20succession%20plan.%3C%2Fli%3E%3C%2Fol%3E%3Cp%3EThe%20evaluation%20and%20compensation%20of%20the%20Chief%20Executive%20Officer%20for%20the%20next%20full%20year%2C%20including%20an%20evaluation%20of%20the%20Chief%20Executive%20Officer%E2%80%99s%20efforts%20related%20to%20management%20succession%20plans%20and%20development%20programs%20will%20be%20communicated%20to%20the%20Chief%20Executive%20Officer%20by%20the%20Chairman%20of%20the%20Board%20(if%20such%20position%20is%20not%20held%20by%20the%20Chief%20Executive%20Officer)%20or%20the%20Lead%20Director%20only%20after%20review%20and%20approval%20by%20the%20Compensation%20Committee%20(of%20the%20evaluation%20of%20compensation)%2C%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20(of%20management%20succession%20plans%20and%20development%20programs)%20and%20the%20full%20Board%20of%20Directors%20(other%20than%20the%20Chief%20Executive%20Officer).%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EAttendance%20of%20Non-Directors%20at%20Board%20Meetings.%3C%2Fem%3E%20The%20Chief%20Financial%20Officer%20and%20the%20General%20Counsel%20will%20be%20present%20during%20Board%20meetings%2C%20except%20where%20there%20is%20a%20specific%20reason%20for%20one%20or%20both%20of%20them%20to%20be%20excluded.%20In%20addition%2C%20the%20Chairman%20of%20the%20Board%20may%20invite%20one%20or%20more%20members%20of%20management%20to%20be%20in%20regular%20attendance%20at%20Board%20meetings%20and%20may%20include%20other%20officers%20and%20employees%20from%20time%20to%20time%20as%20appropriate%20to%20the%20circumstances.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EFrequency%20of%20Board%20Meetings.%3C%2Fem%3E%20The%20Board%20will%20have%20at%20least%204%20regularly%20scheduled%20meetings%20per%20year.%20Special%20meetings%20will%20be%20called%20as%20necessary.%20It%20is%20the%20responsibility%20of%20the%20Directors%20to%20attend%20the%20meetings.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Access%20to%20Management.%3C%2Fem%3E%20Directors%20have%20open%20access%20to%20the%20Corporation%E2%80%99s%20management%2C%20subject%20to%20reasonable%20time%20constraints.%20In%20addition%2C%20members%20of%20the%20Corporation%E2%80%99s%20executive%20management%20routinely%20attend%20Board%20and%20Committee%20meetings%20and%20they%20and%20other%20managers%20frequently%20brief%20the%20Board%20and%20the%20Committees%20on%20particular%20topics.%20The%20Board%20encourages%20executive%20management%20to%20bring%20managers%20into%20Board%20or%20Committee%20meetings%20and%20other%20scheduled%20events%20who%20(a)%20can%20provide%20additional%20insight%20into%20matters%20being%20considered%20or%20(b)%20represent%20managers%20with%20future%20potential%20whom%20executive%20management%20believe%20should%20be%20given%20exposure%20to%20the%20members%20of%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Access%20to%20Independent%20Advisors.%3C%2Fem%3E%20The%20Board%20has%20the%20authority%20to%20retain%2C%20set%20terms%20of%20engagement%20and%20dismiss%20such%20independent%20advisors%2C%20including%20legal%20counsel%20or%20other%20experts%2C%20as%20it%20deems%20appropriate%2C%20and%20to%20approve%20the%20fees%20and%20expenses%20of%20such%20advisors.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3ELong-term%20Plans.%3C%2Fem%3E%20Long-term%20strategic%20and%20business%20plans%20will%20be%20reviewed%20annually%20at%20one%20of%20the%20Board%E2%80%99s%20regularly%20scheduled%20meetings.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3ESelection%20of%20Agenda%20Items%20for%20Board%20Meetings.%3C%2Fem%3E%20The%20Chief%20Executive%20Officer%20will%20prepare%20a%20draft%20agenda%20for%20each%20Board%20meeting%20and%20the%20agenda%20and%20meeting%20schedule%20will%20be%20submitted%20to%20the%20Chairman%20of%20the%20Board%20or%20Lead%20Director%2C%20as%20applicable%2C%20for%20approval.%20The%20other%20Board%20members%20are%20free%20to%20suggest%20items%20for%20inclusion%20on%20the%20agenda%20and%20each%20Director%20is%20free%20to%20raise%20at%20any%20Board%20meeting%20subjects%20that%20are%20not%20on%20the%20agenda.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%2FCommittee%20Forward%20Agenda.%3C%2Fem%3E%20A%20forward%20agenda%20of%20matters%20requiring%20recurring%20and%20focused%20attention%20by%20the%20Board%20and%20each%20Committee%20will%20be%20prepared%20and%20distributed%20prior%20to%20the%20beginning%20of%20each%20calendar%20year%20in%20order%20to%20ensure%20that%20all%20required%20actions%20are%20taken%20in%20a%20timely%20manner%20and%20are%20given%20adequate%20consideration.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3E%20Information%20Flow%3B%20Advance%20Review%20of%20Meeting%20Materials.%3C%2Fem%3E%20In%20advance%20of%20each%20Board%20or%20Committee%20meeting%2C%20a%20proposed%20agenda%20will%20be%20distributed%20to%20each%20Director.%20In%20addition%2C%20to%20the%20extent%20feasible%20or%20appropriate%2C%20information%20and%20data%20important%20to%20the%20Directors%E2%80%99%20understanding%20of%20the%20matters%20to%20be%20considered%2C%20including%20background%20summaries%20and%20presentations%20to%20be%20made%20at%20the%20meeting%2C%20will%20be%20distributed%20in%20advance%20of%20the%20meeting.%20Information%20distributed%20to%20the%20Directors%20will%20be%20approved%20by%20the%20Chairman%20of%20the%20Board%20or%20Lead%20Director%2C%20as%20applicable.%20Directors%20also%20routinely%20receive%20quarterly%20and%20annual%20financial%20statements%2C%20earnings%20reports%2C%20press%20releases%2C%20analyst%20reports%20and%20other%20information%20designed%20to%20keep%20them%20informed%20of%20the%20material%20aspects%20of%20the%20Corporation%E2%80%99s%20business%2C%20performance%20and%20prospects.%20It%20is%20each%20Director%E2%80%99s%20responsibility%20to%20review%20the%20meeting%20materials%20and%20other%20information%20provided%20by%20the%20Corporation.%3C%2Fp%3E%3C%2Fli%3E%3C%2Fol%3E","PageContentHtml":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3EOperation%20of%20the%20Board%20-%20Meetings%20of%20Directors%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Col%3E%3Cli%3E%3Cp%3E%3Cem%3EChairman%20of%20the%20Board.%3C%2Fem%3E%20The%20Board%20will%2C%20from%20time%20to%20time%2C%20make%20a%20determination%20as%20to%20whether%20the%20Chief%20Executive%20Officer%20of%20the%20Corporation%20should%20also%20serve%20as%20the%20Chairman%20of%20the%20Board.%20At%20all%20times%2C%20the%20Chairman%20of%20the%20Board%20shall%20be%20responsible%20for%20the%20management%20and%20functioning%20of%20the%20Board%20and%20the%20Chief%20Executive%20Officer%20is%20responsible%20to%20the%20Board%20for%20the%20overall%20management%20and%20functioning%20of%20the%20Corporation.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EExecutive%20Sessions%20of%20Non-Management%20Directors%3B%20Lead%20Director.%3C%2Fem%3E%20During%20each%20regular%20Board%20meeting%2C%20the%20Directors%20of%20the%20Corporation%20who%20are%20not%20also%20executive%20officers%20of%20the%20Corporation%20(%E2%80%9CNon-Management%20Directors%E2%80%9D)%2C%20who%20may%20include%20Directors%20who%20are%20not%20otherwise%20independent%20under%20the%20standards%20for%20independence%20enumerated%20by%20these%20Guidelines%2C%20shall%20meet%20in%20scheduled%20executive%20sessions.%20If%20the%20Chairman%20of%20the%20Board%20is%20a%20Non-Management%20Director%2C%20the%20Chairman%20of%20the%20Board%20shall%20preside%20at%20each%20executive%20session.%20If%20the%20Chairman%20of%20the%20Board%20is%20not%20a%20Non-Management%20Director%2C%20the%20Non-Management%20Directors%20shall%20either%20select%20a%20Non-Management%20Director%20to%20preside%20at%20each%20executive%20session%20or%20shall%20establish%20a%20procedure%20by%20which%20the%20presiding%20director%20at%20each%20executive%20session%20shall%20be%20selected.%20The%20Director%20selected%20to%20preside%20at%20Executive%20Sessions%20shall%20be%20the%20Corporation%E2%80%99s%20Lead%20Director.%20At%20least%20once%20each%20year%2C%20an%20executive%20session%20shall%20be%20held%20including%20only%20Non-Management%20Directors%20who%20are%20also%20independent%20under%20the%20standards%20for%20independence%20enumerated%20by%20these%20Guidelines.%20In%20addition%2C%20each%20December%2C%20the%20Non-Management%20Directors%20shall%20meet%20in%20executive%20session%20to%20evaluate%20the%20performance%20of%20the%20Chief%20Executive%20Officer.%20In%20evaluating%20the%20Chief%20Executive%20Officer%2C%20the%20Non-Management%20Directors%20shall%20take%20into%20consideration%20the%20executive%E2%80%99s%20performance%20in%20both%20qualitative%20and%20quantitative%20areas%2C%20including%3A%3C%2Fp%3E%3Cul%3E%3Cli%3Eleadership%20and%20vision%3B%3C%2Fli%3E%3Cli%3Eintegrity%3B%3C%2Fli%3E%3Cli%3Ekeeping%20the%20Board%20informed%20on%20matters%20affecting%20the%20Corporation%20and%20its%20operating%20units%3B%3C%2Fli%3E%3Cli%3Eperformance%20of%20the%20business%20(including%20such%20measurements%20as%20total%20stockholder%20return%20and%20achievement%20of%20financial%20objectives%20and%20goals)%3B%3C%2Fli%3E%3Cli%3Edevelopment%20and%20implementation%20of%20initiatives%20to%20provide%20long-term%20economic%20benefit%20to%20the%20Corporation%3B%3C%2Fli%3E%3Cli%3Eaccomplishment%20of%20strategic%20objectives%3B%20and%3C%2Fli%3E%3Cli%3Edevelopment%20of%20management.%3C%2Fli%3E%3C%2Ful%3E%3Cp%3E%20In%20addition%2C%20the%20Non-Management%20Directors%20will%20review%20annually%20management%20succession%20plans%20and%20development%20programs%20for%20members%20of%20executive%20management%2C%20including%20the%20Chief%20Executive%20Officer.%20Specifically%2C%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20will%20oversee%20a%20Chief%20Executive%20Officer%20succession%20process%2C%20which%20will%3A%3C%2Fp%3E%3Col%3E%3Cli%3EIdentify%20criteria%20for%20the%20Chief%20Executive%20Officer%20position%20that%20reflects%20the%20Company%E2%80%99s%20business%20strategy%3B%3C%2Fli%3E%3Cli%3EIdentify%20and%20develop%20internal%20candidates%20for%20the%20Chief%20Executive%20Officer%20position%20or%20identify%20the%20need%20for%20external%20candidates%20if%20deemed%20appropriate%3B%20and%3C%2Fli%3E%3Cli%3EDevelop%20and%20maintain%20an%20emergency%20CEO%20succession%20plan.%3C%2Fli%3E%3C%2Fol%3E%3Cp%3EThe%20evaluation%20and%20compensation%20of%20the%20Chief%20Executive%20Officer%20for%20the%20next%20full%20year%2C%20including%20an%20evaluation%20of%20the%20Chief%20Executive%20Officer%E2%80%99s%20efforts%20related%20to%20management%20succession%20plans%20and%20development%20programs%20will%20be%20communicated%20to%20the%20Chief%20Executive%20Officer%20by%20the%20Chairman%20of%20the%20Board%20(if%20such%20position%20is%20not%20held%20by%20the%20Chief%20Executive%20Officer)%20or%20the%20Lead%20Director%20only%20after%20review%20and%20approval%20by%20the%20Compensation%20Committee%20(of%20the%20evaluation%20of%20compensation)%2C%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20(of%20management%20succession%20plans%20and%20development%20programs)%20and%20the%20full%20Board%20of%20Directors%20(other%20than%20the%20Chief%20Executive%20Officer).%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EAttendance%20of%20Non-Directors%20at%20Board%20Meetings.%3C%2Fem%3E%20The%20Chief%20Financial%20Officer%20and%20the%20General%20Counsel%20will%20be%20present%20during%20Board%20meetings%2C%20except%20where%20there%20is%20a%20specific%20reason%20for%20one%20or%20both%20of%20them%20to%20be%20excluded.%20In%20addition%2C%20the%20Chairman%20of%20the%20Board%20may%20invite%20one%20or%20more%20members%20of%20management%20to%20be%20in%20regular%20attendance%20at%20Board%20meetings%20and%20may%20include%20other%20officers%20and%20employees%20from%20time%20to%20time%20as%20appropriate%20to%20the%20circumstances.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EFrequency%20of%20Board%20Meetings.%3C%2Fem%3E%20The%20Board%20will%20have%20at%20least%204%20regularly%20scheduled%20meetings%20per%20year.%20Special%20meetings%20will%20be%20called%20as%20necessary.%20It%20is%20the%20responsibility%20of%20the%20Directors%20to%20attend%20the%20meetings.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Access%20to%20Management.%3C%2Fem%3E%20Directors%20have%20open%20access%20to%20the%20Corporation%E2%80%99s%20management%2C%20subject%20to%20reasonable%20time%20constraints.%20In%20addition%2C%20members%20of%20the%20Corporation%E2%80%99s%20executive%20management%20routinely%20attend%20Board%20and%20Committee%20meetings%20and%20they%20and%20other%20managers%20frequently%20brief%20the%20Board%20and%20the%20Committees%20on%20particular%20topics.%20The%20Board%20encourages%20executive%20management%20to%20bring%20managers%20into%20Board%20or%20Committee%20meetings%20and%20other%20scheduled%20events%20who%20(a)%20can%20provide%20additional%20insight%20into%20matters%20being%20considered%20or%20(b)%20represent%20managers%20with%20future%20potential%20whom%20executive%20management%20believe%20should%20be%20given%20exposure%20to%20the%20members%20of%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Access%20to%20Independent%20Advisors.%3C%2Fem%3E%20The%20Board%20has%20the%20authority%20to%20retain%2C%20set%20terms%20of%20engagement%20and%20dismiss%20such%20independent%20advisors%2C%20including%20legal%20counsel%20or%20other%20experts%2C%20as%20it%20deems%20appropriate%2C%20and%20to%20approve%20the%20fees%20and%20expenses%20of%20such%20advisors.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3ELong-term%20Plans.%3C%2Fem%3E%20Long-term%20strategic%20and%20business%20plans%20will%20be%20reviewed%20annually%20at%20one%20of%20the%20Board%E2%80%99s%20regularly%20scheduled%20meetings.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3ESelection%20of%20Agenda%20Items%20for%20Board%20Meetings.%3C%2Fem%3E%20The%20Chief%20Executive%20Officer%20will%20prepare%20a%20draft%20agenda%20for%20each%20Board%20meeting%20and%20the%20agenda%20and%20meeting%20schedule%20will%20be%20submitted%20to%20the%20Chairman%20of%20the%20Board%20or%20Lead%20Director%2C%20as%20applicable%2C%20for%20approval.%20The%20other%20Board%20members%20are%20free%20to%20suggest%20items%20for%20inclusion%20on%20the%20agenda%20and%20each%20Director%20is%20free%20to%20raise%20at%20any%20Board%20meeting%20subjects%20that%20are%20not%20on%20the%20agenda.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%2FCommittee%20Forward%20Agenda.%3C%2Fem%3E%20A%20forward%20agenda%20of%20matters%20requiring%20recurring%20and%20focused%20attention%20by%20the%20Board%20and%20each%20Committee%20will%20be%20prepared%20and%20distributed%20prior%20to%20the%20beginning%20of%20each%20calendar%20year%20in%20order%20to%20ensure%20that%20all%20required%20actions%20are%20taken%20in%20a%20timely%20manner%20and%20are%20given%20adequate%20consideration.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3E%20Information%20Flow%3B%20Advance%20Review%20of%20Meeting%20Materials.%3C%2Fem%3E%20In%20advance%20of%20each%20Board%20or%20Committee%20meeting%2C%20a%20proposed%20agenda%20will%20be%20distributed%20to%20each%20Director.%20In%20addition%2C%20to%20the%20extent%20feasible%20or%20appropriate%2C%20information%20and%20data%20important%20to%20the%20Directors%E2%80%99%20understanding%20of%20the%20matters%20to%20be%20considered%2C%20including%20background%20summaries%20and%20presentations%20to%20be%20made%20at%20the%20meeting%2C%20will%20be%20distributed%20in%20advance%20of%20the%20meeting.%20Information%20distributed%20to%20the%20Directors%20will%20be%20approved%20by%20the%20Chairman%20of%20the%20Board%20or%20Lead%20Director%2C%20as%20applicable.%20Directors%20also%20routinely%20receive%20quarterly%20and%20annual%20financial%20statements%2C%20earnings%20reports%2C%20press%20releases%2C%20analyst%20reports%20and%20other%20information%20designed%20to%20keep%20them%20informed%20of%20the%20material%20aspects%20of%20the%20Corporation%E2%80%99s%20business%2C%20performance%20and%20prospects.%20It%20is%20each%20Director%E2%80%99s%20responsibility%20to%20review%20the%20meeting%20materials%20and%20other%20information%20provided%20by%20the%20Corporation.%3C%2Fp%3E%3C%2Fli%3E%3C%2Fol%3E","Active":"","Index":0,"DisplayOrder":1},{"Title":"Board%20Structure","PageContent":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3EBoard%20Structure%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Col%3E%3Cli%3E%3Cp%3E%3Cem%3EIndependent%20Directors.%3C%2Fem%3E%20Two-thirds%20of%20the%20members%20of%20the%20Board%20must%20be%20independent%20Directors.%20A%20Director%20will%20be%20considered%20independent%20if%20he%20or%20she%3A%3C%2Fp%3E%3Cul%3E%3Cli%3Ehas%20no%20material%20relationship%20with%20the%20Corporation%3B%3C%2Fli%3E%3Cli%3Ehas%20not%20been%20employed%20by%20the%20Corporation%20or%20its%20affiliate%20in%20the%20preceding%20three%20years%20and%20no%20member%20of%20the%20Director%E2%80%99s%20immediate%20family%20has%20been%20employed%20as%20an%20executive%20officer%20of%20the%20Corporation%20or%20its%20affiliate%20in%20the%20preceding%20three%20years%3B%3C%2Fli%3E%3Cli%3Ehas%20not%20received%2C%20and%20does%20not%20have%20an%20immediate%20family%20member%20that%20has%20received%20for%20service%20as%20an%20executive%20officer%20of%20the%20Corporation%2C%20within%20the%20preceding%20three%20years%2C%20during%20any%20twelve-month%20period%2C%20more%20than%20%24100%2C000%20in%20direct%20compensation%20from%20the%20Corporation%2C%20other%20than%20director%E2%80%99s%20fees%2C%20committee%20fees%20or%20pension%20or%20deferred%20compensation%20for%20prior%20service%3B%3C%2Fli%3E%3Cli%3Eis%20not%20(A)%20a%20current%20partner%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%2C%20(B)%20is%20not%20a%20current%20employee%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%20and%20(C)%20was%20not%20during%20the%20past%20three%20calendar%20years%20a%20partner%20or%20employee%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%20and%20personally%20worked%20on%20the%20Corporation%E2%80%99s%20audit%3B%3C%2Fli%3E%3Cli%3Edoes%20not%20have%20an%20immediate%20family%20member%20who%20(A)%20is%20a%20current%20partner%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%2C%20(B)%20is%20a%20current%20employee%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%20who%20participates%20in%20that%20firm%E2%80%99s%20audit%2C%20assurance%20or%20tax%20compliance%20(but%20not%20tax%20planning)%20practice%20and%20(C)%20was%20during%20the%20past%20three%20calendar%20years%2C%20a%20partner%20or%20employee%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%20and%20personally%20worked%20on%20the%20Corporation%E2%80%99s%20audit%3B%3C%2Fli%3E%3Cli%3Eis%20not%20a%20current%20employee%2C%20and%20does%20not%20have%20an%20immediate%20family%20member%20who%20is%20a%20current%20executive%20officer%2C%20of%20a%20company%20that%20has%20made%20payments%20to%2C%20or%20received%20payments%20from%2C%20the%20Corporation%20for%20property%20or%20services%20in%20an%20amount%20which%2C%20in%20any%20of%20the%20last%20three%20fiscal%20years%2C%20exceeds%20the%20greater%20of%20%241%20million%2C%20or%202%25%20of%20such%20other%20company's%20consolidated%20gross%20revenues%3B%3C%2Fli%3E%3Cli%3Ehas%20not%20been%20within%20the%20preceding%20three%20years%20part%20of%20an%20interlocking%20directorate%20in%20which%20the%20Chief%20Executive%20Officer%20or%20another%20executive%20officer%20of%20the%20Corporation%20serves%20on%20the%20compensation%20committee%20of%20another%20corporation%20that%20employs%20the%20Director%2C%20or%20an%20immediate%20family%20member%20of%20the%20Director%2C%20as%20an%20executive%20officer.%3C%2Fli%3E%3C%2Ful%3E%3Cp%3EThe%20definition%20of%20independence%20and%20compliance%20with%20this%20policy%20will%20be%20reviewed%20periodically%20by%20the%20Nominating%20and%20Corporate%20Governance%20Committee.%20All%20Directors%20complete%20independence%20questionnaires%20at%20least%20annually%20and%20the%20Board%20makes%20determinations%20of%20the%20independence%20of%20its%20members.%3C%2Fp%3E%3Cp%3EThe%20Board%20believes%20that%20there%20should%20be%20no%20more%20than%20two%20Directors%20who%20are%20also%20employees%20of%20the%20Corporation.%20While%20this%20number%20is%20not%20an%20absolute%20limitation%2C%20other%20than%20the%20Chief%20Executive%20Officer%2C%20who%20should%20at%20all%20times%20be%20a%20member%20of%20the%20Board%2C%20employee%20Directors%20should%20be%20limited%20only%20to%20those%20officers%20whose%20positions%20or%20potential%20make%20it%20appropriate%20for%20them%20to%20sit%20on%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3E%20Size%20of%20the%20Board.%3C%2Fem%3E%20The%20Board%20believes%20that%2C%20optimally%2C%20the%20Board%20should%20have%20no%20less%20than%205%20members.%20The%20By-laws%20prescribe%20that%20the%20number%20of%20Directors%20will%20not%20be%20less%20than%20one%20nor%20more%20than%2015.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EService%20of%20Former%20Chief%20Executive%20Officers%20and%20Other%20Former%20Employees%20on%20the%20Board.%3C%2Fem%3E%20Directors%20who%20are%20also%20employees%20of%20the%20Corporation%20shall%20retire%20from%20the%20Board%20at%20the%20time%20of%20their%20retirement%20as%20an%20employee%20unless%20continued%20service%20as%20a%20Director%20is%20requested%20and%20approved%20by%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3E%20Annual%20Election%20of%20All%20Directors.%3C%2Fem%3E%20As%20provided%20in%20the%20Corporation%E2%80%99s%20Bylaws%2C%20all%20Directors%20shall%20stand%20for%20election%20each%20year%20at%20the%20Corporation%E2%80%99s%20annual%20stockholders%E2%80%99%20meeting.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Membership%20Criteria.%20%3C%2Fem%3ECandidates%20nominated%20for%20election%20or%20reelection%20to%20the%20Board%20of%20Directors%20should%20possess%20the%20following%20qualifications%3A%3C%2Fp%3E%3Cul%3E%3Cli%3EPersonal%20characteristics%3A%0A%20%20%20%20%20%20%20%20%3Cul%3E%3Cli%3Ehighest%20personal%20and%20professional%20ethics%2C%20integrity%20and%20values%3B%3C%2Fli%3E%3Cli%3Ean%20inquiring%20and%20independent%20mind%3B%20and%3C%2Fli%3E%3Cli%3Epractical%20wisdom%20and%20mature%20judgment.%3C%2Fli%3E%3C%2Ful%3E%3C%2Fli%3E%3Cli%3EBroad%20training%20and%20experience%20at%20the%20policy-making%20level%20in%20business%2C%20government%2C%20education%20or%20technology.%3C%2Fli%3E%3Cli%3EExpertise%20that%20is%20useful%20to%20the%20Corporation%20and%20complementary%20to%20the%20background%20and%20experience%20of%20other%20Board%20members%2C%20so%20that%20an%20optimum%20balance%20of%20members%20on%20the%20Board%20can%20be%20achieved%20and%20maintained.%3C%2Fli%3E%3Cli%3EWillingness%20to%20devote%20the%20required%20amount%20of%20time%20to%20carrying%20out%20the%20duties%20and%20responsibilities%20of%20Board%20membership.%3C%2Fli%3E%3Cli%3ECommitment%20to%20serve%20on%20the%20Board%20for%20several%20years%20to%20develop%20knowledge%20about%20the%20Corporation%E2%80%99s%20principal%20operations.%3C%2Fli%3E%3Cli%3EWillingness%20to%20represent%20the%20best%20interests%20of%20all%20stockholders%20and%20objectively%20appraise%20management%20performance.%3C%2Fli%3E%3Cli%3EInvolvement%20only%20in%20activities%20or%20interests%20that%20do%20not%20create%20a%20conflict%20with%20the%20Director%E2%80%99s%20responsibilities%20to%20the%20Corporation%20and%20its%20stockholders.%3C%2Fli%3E%3C%2Ful%3E%3Cp%3EThe%20Nominating%20and%20Corporate%20Governance%20Committee%20is%20responsible%20for%20assessing%20the%20appropriate%20mix%20of%20skills%20and%20characteristics%20required%20of%20Board%20members%20in%20the%20context%20of%20the%20needs%20of%20the%20Board%20at%20a%20given%20point%20in%20time%20and%20shall%20periodically%20review%20and%20update%20the%20criteria%20as%20deemed%20necessary.%20Diversity%20in%20personal%20background%2C%20race%2C%20gender%2C%20age%20and%20nationality%20for%20the%20Board%20as%20a%20whole%20may%20be%20taken%20into%20account%20in%20considering%20individual%20candidates.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EService%20on%20Other%20Boards.%20%3C%2Fem%3EDirectors%20shall%20limit%20their%20service%20as%20directors%20on%20publicly%20held%20company%20and%20investment%20company%20boards%20to%20no%20more%20than%20five%20(including%20the%20Corporation's%20Board).%20Directors%20serving%20on%20the%20Audit%20Committee%20are%20also%20subject%20to%20the%20limitations%20on%20other%20audit%20committee%20service%20as%20described%20in%20the%20Audit%20Committee%20charter.%20Directors%20shall%20advise%20the%20chairman%20of%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20in%20advance%20of%20accepting%20an%20invitation%20to%20serve%20on%20another%20board.%20Extraordinary%20or%20transitional%20situations%20involving%20the%20number%20of%20directorships%20of%20any%20particular%20Director%20or%20potential%20Director%20in%20excess%20of%20the%20above%20limitation%20shall%20be%20subject%20to%20review%20and%20approval%20by%20the%20Nominating%20and%20Corporate%20Governance%20Committee.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EProcess%20for%20the%20Selection%20of%20new%20Directors.%3C%2Fem%3E%20The%20Board%20is%20responsible%20for%20filling%20vacancies%20on%20the%20Board%20that%20may%20occur%20between%20annual%20meetings%20of%20stockholders.%20The%20Board%20has%20delegated%20to%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20the%20duty%20of%20selecting%20and%20recommending%20prospective%20nominees%20to%20the%20Board%20for%20approval.%20The%20Committee%20shall%20consider%20suggestions%20of%20candidates%20for%20Board%20membership%20made%20by%20current%20Committee%20and%20Board%20members%2C%20the%20Corporation%E2%80%99s%20management%20and%20stockholders.%20The%20Committee%20may%20retain%20an%20independent%20executive%20search%20firm%20to%20identify%20candidates%20for%20consideration.%20A%20stockholder%20who%20wishes%20to%20recommend%20a%20prospective%20candidate%20should%20notify%20the%20Corporation%E2%80%99s%20Corporate%20Secretary.%20The%20Committee%20shall%20also%20consider%20whether%20to%20nominate%20persons%20nominated%20by%20stockholders%20pursuant%20to%20the%20Corporation%E2%80%99s%20By-laws%20relating%20to%20stockholder%20nominations.%3C%2Fp%3E%3Cp%3EWhen%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20identifies%20a%20prospective%20candidate%2C%20it%20shall%20initially%20determine%20whether%20it%20will%20carry%20out%20a%20full%20evaluation%20of%20the%20candidate.%20This%20determination%20is%20based%20on%20the%20information%20provided%20to%20the%20Committee%20by%20the%20person%20recommending%20the%20prospective%20candidate%2C%20and%20the%20Committee%E2%80%99s%20knowledge%20of%20the%20candidate.%20This%20information%20may%20be%20supplemented%20by%20inquiries%20to%20the%20person%20who%20made%20the%20recommendation%20or%20to%20others.%20The%20preliminary%20determination%20is%20based%20on%20the%20need%20for%20additional%20Board%20members%20to%20fill%20vacancies%20or%20to%20expand%20the%20size%20of%20the%20Board%2C%20and%20the%20likelihood%20that%20the%20candidate%20will%20meet%20the%20Board%20membership%20criteria%20listed%20in%20item%205%20above.%20The%20Committee%20will%20determine%2C%20after%20discussion%20with%20the%20Chairman%20of%20the%20Board%20and%20other%20Board%20members%2C%20whether%20a%20candidate%20should%20continue%20to%20be%20considered%20as%20a%20potential%20nominee.%20If%20a%20candidate%20warrants%20additional%20consideration%2C%20the%20Committee%20may%20request%20an%20independent%20executive%20search%20firm%20to%20gather%20additional%20information%20about%20the%20candidate%E2%80%99s%20background%2C%20experience%20and%20reputation%2C%20and%20to%20report%20its%20findings%20to%20the%20Committee.%20The%20Committee%20shall%20then%20evaluate%20the%20candidate%20and%20determine%20whether%20to%20interview%20the%20candidate.%20Such%20an%20interview%20would%20be%20carried%20out%20by%20one%20or%20more%20members%20of%20the%20Committee%20and%20others%20as%20appropriate.%20Once%20the%20evaluation%20and%20interview%20are%20completed%2C%20the%20Committee%20will%20recommend%20to%20the%20Board%20of%20Directors%20the%20candidates%20who%20should%20be%20nominated.%20%26nbsp%3BThe%20Board%20makes%20a%20determination%20of%20nominees%20after%20review%20of%20the%20recommendation%20and%20the%20Committee%E2%80%99s%20report.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EDirector%20Tenure.%3C%2Fem%3E%20The%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20in%20consultation%20with%20the%20Chairman%20of%20the%20Board%20and%20the%20Chief%20Executive%20Officer%2C%20will%20review%20each%20Director%E2%80%99s%20continuation%20on%20the%20Board%20annually%20in%20making%20its%20recommendation%20to%20the%20Board%20concerning%20his%20or%20her%20nomination%20for%20election%20or%20reelection%20as%20a%20Director.%20There%20are%20no%20term%20limits%20on%20Directors%E2%80%99%20service%2C%20other%20than%20mandatory%20retirement.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EDirector%20Retirement.%3C%2Fem%3E%20It%20is%20the%20policy%20of%20the%20Board%20that%20each%20Non-Management%20Director%20shall%20retire%20from%20the%20Board%20immediately%20prior%20to%20the%20annual%20meeting%20of%20stockholders%20following%20his%20or%20her%20seventy-fifth%20birthday.%20%26nbsp%3BDirectors%20who%20are%20also%20employees%20of%20the%20Corporation%20shall%20retire%20at%20the%20time%20of%20their%20retirement%20from%20employment%20with%20the%20Corporation%20unless%20continued%20service%20as%20a%20Director%20is%20requested%20and%20approved%20by%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EChanges%20in%20Director%20Compensation.%3C%2Fem%3E%20At%20the%20request%20of%20the%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20executive%20management%20of%20the%20Corporation%20shall%20report%20to%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20on%20the%20status%20of%20the%20Corporation%E2%80%99s%20Director%20compensation%20practices%20in%20relation%20to%20other%20companies%20of%20comparable%20size%20and%20the%20Corporation%E2%80%99s%20competitors.%20Changes%20in%20Director%20compensation%2C%20if%20any%2C%20should%20come%20upon%20the%20recommendation%20of%20the%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20but%20with%20full%20discussion%20and%20approval%20by%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EGeneral%20Principles%20for%20Determining%20Form%20and%20Amount%20of%20Director%20Compensation.%3C%2Fem%3E%20The%20Nominating%20and%20Corporate%20Governance%20Committee%20shall%20annually%20review%20the%20competitiveness%20of%20the%20Corporation%E2%80%99s%20Director%20compensation%20practices.%20In%20doing%20so%2C%20the%20Committee%20compares%20the%20Corporation%E2%80%99s%20practices%20with%20those%20of%20its%20comparator%20group%2C%20which%20includes%20both%20peer%20and%20general%20industry%20companies.%20Specific%20components%20reviewed%20include%3A%20cash%20compensation%2C%20equity%20compensation%2C%20benefits%20and%20perquisites.%20Information%20may%20be%20gathered%20directly%20from%20published%20proxy%20statements%20of%20comparator%20group%20companies.%20Additionally%2C%20the%20Committee%20utilizes%20external%20market%20data%20gathered%20from%20a%20variety%20of%20survey%20sources%20to%20serve%20as%20a%20reference%20point%20against%20a%20broader%20group%20of%20companies.%20Determinations%20as%20to%20the%20form%20and%20amount%20of%20Director%20compensation%20are%20based%20on%20the%20Corporation%E2%80%99s%20competitive%20position%20resulting%20from%20this%20review.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3E%20Stock%20Ownership%20Guidelines%20for%20Directors.%3C%2Fem%3E%20In%20an%20effort%20to%20link%20more%20closely%20the%20financial%20interests%20of%20Directors%20with%20those%20of%20the%20Corporation's%20stockholders%2C%20the%20Board%20has%20established%20share%20ownership%20guidelines%20for%20Non-Management%20Directors.%20Non-Management%20Directors%20are%20required%20to%20own%20Corporation%20stock%20in%20an%20amount%20equivalent%20to%20five%20times%20the%20annual%20cash%20retainer%20for%20Board%20service%20within%20five%20years%20of%20joining%20the%20Board.%20Vested%20and%20unvested%20shares%20of%20restricted%20stock%20and%20restricted%20stock%20units%20will%20qualify%20to%20meet%20this%20stock%20ownership%20guideline.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EConflicts%20of%20Interest.%3C%2Fem%3E%20If%20an%20actual%20or%20potential%20conflict%20of%20interest%20develops%20because%20of%20significant%20dealings%20or%20competition%20between%20the%20Corporation%20and%20a%20business%20with%20which%20the%20Director%20is%20affiliated%2C%20the%20Director%20should%20report%20the%20matter%20immediately%20to%20the%20Chairman%20of%20the%20Board%20for%20evaluation%20by%20the%20Board.%20A%20significant%20conflict%20must%20be%20resolved%20or%20the%20Director%20should%20resign.%20If%20a%20Director%20has%20a%20personal%20interest%20in%20a%20matter%20before%20the%20Board%2C%20the%20Director%20shall%20disclose%20the%20interest%20to%20the%20full%20Board%20and%20excuse%20himself%20or%20herself%20from%20participation%20in%20the%20discussion%20and%20shall%20not%20vote%20on%20the%20matter.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Attendance%20at%20Annual%20Meeting.%3C%2Fem%3E%20It%20is%20the%20policy%20of%20the%20Board%20that%20all%20Directors%20attend%20the%20Annual%20Meeting%20of%20Stockholders%20and%20the%20Corporation%E2%80%99s%20annual%20proxy%20statement%20shall%20state%20the%20number%20of%20Directors%20who%20attended%20the%20prior%20year%E2%80%99s%20Annual%20Meeting.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EChange%20in%20a%20Director%E2%80%99s%20Circumstances.%3C%2Fem%3E%20Any%20Director%20who%20experiences%20a%20significant%20change%20in%20his%20or%20her%20personal%20or%20professional%20circumstances%20will%20notify%20the%20Chairman%20of%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20and%20such%20Committee%20shall%20determine%20whether%20the%20affected%20Director%20should%20continue%20to%20serve%20on%20the%20Board%20of%20Directors%20or%20any%20Committee%20on%20which%20such%20Director%20serves.%3C%2Fp%3E%3C%2Fli%3E%3C%2Fol%3E","PageContentHtml":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3EBoard%20Structure%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Col%3E%3Cli%3E%3Cp%3E%3Cem%3EIndependent%20Directors.%3C%2Fem%3E%20Two-thirds%20of%20the%20members%20of%20the%20Board%20must%20be%20independent%20Directors.%20A%20Director%20will%20be%20considered%20independent%20if%20he%20or%20she%3A%3C%2Fp%3E%3Cul%3E%3Cli%3Ehas%20no%20material%20relationship%20with%20the%20Corporation%3B%3C%2Fli%3E%3Cli%3Ehas%20not%20been%20employed%20by%20the%20Corporation%20or%20its%20affiliate%20in%20the%20preceding%20three%20years%20and%20no%20member%20of%20the%20Director%E2%80%99s%20immediate%20family%20has%20been%20employed%20as%20an%20executive%20officer%20of%20the%20Corporation%20or%20its%20affiliate%20in%20the%20preceding%20three%20years%3B%3C%2Fli%3E%3Cli%3Ehas%20not%20received%2C%20and%20does%20not%20have%20an%20immediate%20family%20member%20that%20has%20received%20for%20service%20as%20an%20executive%20officer%20of%20the%20Corporation%2C%20within%20the%20preceding%20three%20years%2C%20during%20any%20twelve-month%20period%2C%20more%20than%20%24100%2C000%20in%20direct%20compensation%20from%20the%20Corporation%2C%20other%20than%20director%E2%80%99s%20fees%2C%20committee%20fees%20or%20pension%20or%20deferred%20compensation%20for%20prior%20service%3B%3C%2Fli%3E%3Cli%3Eis%20not%20(A)%20a%20current%20partner%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%2C%20(B)%20is%20not%20a%20current%20employee%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%20and%20(C)%20was%20not%20during%20the%20past%20three%20calendar%20years%20a%20partner%20or%20employee%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%20and%20personally%20worked%20on%20the%20Corporation%E2%80%99s%20audit%3B%3C%2Fli%3E%3Cli%3Edoes%20not%20have%20an%20immediate%20family%20member%20who%20(A)%20is%20a%20current%20partner%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%2C%20(B)%20is%20a%20current%20employee%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%20who%20participates%20in%20that%20firm%E2%80%99s%20audit%2C%20assurance%20or%20tax%20compliance%20(but%20not%20tax%20planning)%20practice%20and%20(C)%20was%20during%20the%20past%20three%20calendar%20years%2C%20a%20partner%20or%20employee%20of%20the%20Corporation%E2%80%99s%20independent%20auditor%20and%20personally%20worked%20on%20the%20Corporation%E2%80%99s%20audit%3B%3C%2Fli%3E%3Cli%3Eis%20not%20a%20current%20employee%2C%20and%20does%20not%20have%20an%20immediate%20family%20member%20who%20is%20a%20current%20executive%20officer%2C%20of%20a%20company%20that%20has%20made%20payments%20to%2C%20or%20received%20payments%20from%2C%20the%20Corporation%20for%20property%20or%20services%20in%20an%20amount%20which%2C%20in%20any%20of%20the%20last%20three%20fiscal%20years%2C%20exceeds%20the%20greater%20of%20%241%20million%2C%20or%202%25%20of%20such%20other%20company's%20consolidated%20gross%20revenues%3B%3C%2Fli%3E%3Cli%3Ehas%20not%20been%20within%20the%20preceding%20three%20years%20part%20of%20an%20interlocking%20directorate%20in%20which%20the%20Chief%20Executive%20Officer%20or%20another%20executive%20officer%20of%20the%20Corporation%20serves%20on%20the%20compensation%20committee%20of%20another%20corporation%20that%20employs%20the%20Director%2C%20or%20an%20immediate%20family%20member%20of%20the%20Director%2C%20as%20an%20executive%20officer.%3C%2Fli%3E%3C%2Ful%3E%3Cp%3EThe%20definition%20of%20independence%20and%20compliance%20with%20this%20policy%20will%20be%20reviewed%20periodically%20by%20the%20Nominating%20and%20Corporate%20Governance%20Committee.%20All%20Directors%20complete%20independence%20questionnaires%20at%20least%20annually%20and%20the%20Board%20makes%20determinations%20of%20the%20independence%20of%20its%20members.%3C%2Fp%3E%3Cp%3EThe%20Board%20believes%20that%20there%20should%20be%20no%20more%20than%20two%20Directors%20who%20are%20also%20employees%20of%20the%20Corporation.%20While%20this%20number%20is%20not%20an%20absolute%20limitation%2C%20other%20than%20the%20Chief%20Executive%20Officer%2C%20who%20should%20at%20all%20times%20be%20a%20member%20of%20the%20Board%2C%20employee%20Directors%20should%20be%20limited%20only%20to%20those%20officers%20whose%20positions%20or%20potential%20make%20it%20appropriate%20for%20them%20to%20sit%20on%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3E%20Size%20of%20the%20Board.%3C%2Fem%3E%20The%20Board%20believes%20that%2C%20optimally%2C%20the%20Board%20should%20have%20no%20less%20than%205%20members.%20The%20By-laws%20prescribe%20that%20the%20number%20of%20Directors%20will%20not%20be%20less%20than%20one%20nor%20more%20than%2015.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EService%20of%20Former%20Chief%20Executive%20Officers%20and%20Other%20Former%20Employees%20on%20the%20Board.%3C%2Fem%3E%20Directors%20who%20are%20also%20employees%20of%20the%20Corporation%20shall%20retire%20from%20the%20Board%20at%20the%20time%20of%20their%20retirement%20as%20an%20employee%20unless%20continued%20service%20as%20a%20Director%20is%20requested%20and%20approved%20by%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3E%20Annual%20Election%20of%20All%20Directors.%3C%2Fem%3E%20As%20provided%20in%20the%20Corporation%E2%80%99s%20Bylaws%2C%20all%20Directors%20shall%20stand%20for%20election%20each%20year%20at%20the%20Corporation%E2%80%99s%20annual%20stockholders%E2%80%99%20meeting.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Membership%20Criteria.%20%3C%2Fem%3ECandidates%20nominated%20for%20election%20or%20reelection%20to%20the%20Board%20of%20Directors%20should%20possess%20the%20following%20qualifications%3A%3C%2Fp%3E%3Cul%3E%3Cli%3EPersonal%20characteristics%3A%0A%20%20%20%20%20%20%20%20%3Cul%3E%3Cli%3Ehighest%20personal%20and%20professional%20ethics%2C%20integrity%20and%20values%3B%3C%2Fli%3E%3Cli%3Ean%20inquiring%20and%20independent%20mind%3B%20and%3C%2Fli%3E%3Cli%3Epractical%20wisdom%20and%20mature%20judgment.%3C%2Fli%3E%3C%2Ful%3E%3C%2Fli%3E%3Cli%3EBroad%20training%20and%20experience%20at%20the%20policy-making%20level%20in%20business%2C%20government%2C%20education%20or%20technology.%3C%2Fli%3E%3Cli%3EExpertise%20that%20is%20useful%20to%20the%20Corporation%20and%20complementary%20to%20the%20background%20and%20experience%20of%20other%20Board%20members%2C%20so%20that%20an%20optimum%20balance%20of%20members%20on%20the%20Board%20can%20be%20achieved%20and%20maintained.%3C%2Fli%3E%3Cli%3EWillingness%20to%20devote%20the%20required%20amount%20of%20time%20to%20carrying%20out%20the%20duties%20and%20responsibilities%20of%20Board%20membership.%3C%2Fli%3E%3Cli%3ECommitment%20to%20serve%20on%20the%20Board%20for%20several%20years%20to%20develop%20knowledge%20about%20the%20Corporation%E2%80%99s%20principal%20operations.%3C%2Fli%3E%3Cli%3EWillingness%20to%20represent%20the%20best%20interests%20of%20all%20stockholders%20and%20objectively%20appraise%20management%20performance.%3C%2Fli%3E%3Cli%3EInvolvement%20only%20in%20activities%20or%20interests%20that%20do%20not%20create%20a%20conflict%20with%20the%20Director%E2%80%99s%20responsibilities%20to%20the%20Corporation%20and%20its%20stockholders.%3C%2Fli%3E%3C%2Ful%3E%3Cp%3EThe%20Nominating%20and%20Corporate%20Governance%20Committee%20is%20responsible%20for%20assessing%20the%20appropriate%20mix%20of%20skills%20and%20characteristics%20required%20of%20Board%20members%20in%20the%20context%20of%20the%20needs%20of%20the%20Board%20at%20a%20given%20point%20in%20time%20and%20shall%20periodically%20review%20and%20update%20the%20criteria%20as%20deemed%20necessary.%20Diversity%20in%20personal%20background%2C%20race%2C%20gender%2C%20age%20and%20nationality%20for%20the%20Board%20as%20a%20whole%20may%20be%20taken%20into%20account%20in%20considering%20individual%20candidates.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EService%20on%20Other%20Boards.%20%3C%2Fem%3EDirectors%20shall%20limit%20their%20service%20as%20directors%20on%20publicly%20held%20company%20and%20investment%20company%20boards%20to%20no%20more%20than%20five%20(including%20the%20Corporation's%20Board).%20Directors%20serving%20on%20the%20Audit%20Committee%20are%20also%20subject%20to%20the%20limitations%20on%20other%20audit%20committee%20service%20as%20described%20in%20the%20Audit%20Committee%20charter.%20Directors%20shall%20advise%20the%20chairman%20of%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20in%20advance%20of%20accepting%20an%20invitation%20to%20serve%20on%20another%20board.%20Extraordinary%20or%20transitional%20situations%20involving%20the%20number%20of%20directorships%20of%20any%20particular%20Director%20or%20potential%20Director%20in%20excess%20of%20the%20above%20limitation%20shall%20be%20subject%20to%20review%20and%20approval%20by%20the%20Nominating%20and%20Corporate%20Governance%20Committee.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EProcess%20for%20the%20Selection%20of%20new%20Directors.%3C%2Fem%3E%20The%20Board%20is%20responsible%20for%20filling%20vacancies%20on%20the%20Board%20that%20may%20occur%20between%20annual%20meetings%20of%20stockholders.%20The%20Board%20has%20delegated%20to%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20the%20duty%20of%20selecting%20and%20recommending%20prospective%20nominees%20to%20the%20Board%20for%20approval.%20The%20Committee%20shall%20consider%20suggestions%20of%20candidates%20for%20Board%20membership%20made%20by%20current%20Committee%20and%20Board%20members%2C%20the%20Corporation%E2%80%99s%20management%20and%20stockholders.%20The%20Committee%20may%20retain%20an%20independent%20executive%20search%20firm%20to%20identify%20candidates%20for%20consideration.%20A%20stockholder%20who%20wishes%20to%20recommend%20a%20prospective%20candidate%20should%20notify%20the%20Corporation%E2%80%99s%20Corporate%20Secretary.%20The%20Committee%20shall%20also%20consider%20whether%20to%20nominate%20persons%20nominated%20by%20stockholders%20pursuant%20to%20the%20Corporation%E2%80%99s%20By-laws%20relating%20to%20stockholder%20nominations.%3C%2Fp%3E%3Cp%3EWhen%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20identifies%20a%20prospective%20candidate%2C%20it%20shall%20initially%20determine%20whether%20it%20will%20carry%20out%20a%20full%20evaluation%20of%20the%20candidate.%20This%20determination%20is%20based%20on%20the%20information%20provided%20to%20the%20Committee%20by%20the%20person%20recommending%20the%20prospective%20candidate%2C%20and%20the%20Committee%E2%80%99s%20knowledge%20of%20the%20candidate.%20This%20information%20may%20be%20supplemented%20by%20inquiries%20to%20the%20person%20who%20made%20the%20recommendation%20or%20to%20others.%20The%20preliminary%20determination%20is%20based%20on%20the%20need%20for%20additional%20Board%20members%20to%20fill%20vacancies%20or%20to%20expand%20the%20size%20of%20the%20Board%2C%20and%20the%20likelihood%20that%20the%20candidate%20will%20meet%20the%20Board%20membership%20criteria%20listed%20in%20item%205%20above.%20The%20Committee%20will%20determine%2C%20after%20discussion%20with%20the%20Chairman%20of%20the%20Board%20and%20other%20Board%20members%2C%20whether%20a%20candidate%20should%20continue%20to%20be%20considered%20as%20a%20potential%20nominee.%20If%20a%20candidate%20warrants%20additional%20consideration%2C%20the%20Committee%20may%20request%20an%20independent%20executive%20search%20firm%20to%20gather%20additional%20information%20about%20the%20candidate%E2%80%99s%20background%2C%20experience%20and%20reputation%2C%20and%20to%20report%20its%20findings%20to%20the%20Committee.%20The%20Committee%20shall%20then%20evaluate%20the%20candidate%20and%20determine%20whether%20to%20interview%20the%20candidate.%20Such%20an%20interview%20would%20be%20carried%20out%20by%20one%20or%20more%20members%20of%20the%20Committee%20and%20others%20as%20appropriate.%20Once%20the%20evaluation%20and%20interview%20are%20completed%2C%20the%20Committee%20will%20recommend%20to%20the%20Board%20of%20Directors%20the%20candidates%20who%20should%20be%20nominated.%20%26nbsp%3BThe%20Board%20makes%20a%20determination%20of%20nominees%20after%20review%20of%20the%20recommendation%20and%20the%20Committee%E2%80%99s%20report.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EDirector%20Tenure.%3C%2Fem%3E%20The%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20in%20consultation%20with%20the%20Chairman%20of%20the%20Board%20and%20the%20Chief%20Executive%20Officer%2C%20will%20review%20each%20Director%E2%80%99s%20continuation%20on%20the%20Board%20annually%20in%20making%20its%20recommendation%20to%20the%20Board%20concerning%20his%20or%20her%20nomination%20for%20election%20or%20reelection%20as%20a%20Director.%20There%20are%20no%20term%20limits%20on%20Directors%E2%80%99%20service%2C%20other%20than%20mandatory%20retirement.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EDirector%20Retirement.%3C%2Fem%3E%20It%20is%20the%20policy%20of%20the%20Board%20that%20each%20Non-Management%20Director%20shall%20retire%20from%20the%20Board%20immediately%20prior%20to%20the%20annual%20meeting%20of%20stockholders%20following%20his%20or%20her%20seventy-fifth%20birthday.%20%26nbsp%3BDirectors%20who%20are%20also%20employees%20of%20the%20Corporation%20shall%20retire%20at%20the%20time%20of%20their%20retirement%20from%20employment%20with%20the%20Corporation%20unless%20continued%20service%20as%20a%20Director%20is%20requested%20and%20approved%20by%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EChanges%20in%20Director%20Compensation.%3C%2Fem%3E%20At%20the%20request%20of%20the%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20executive%20management%20of%20the%20Corporation%20shall%20report%20to%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20on%20the%20status%20of%20the%20Corporation%E2%80%99s%20Director%20compensation%20practices%20in%20relation%20to%20other%20companies%20of%20comparable%20size%20and%20the%20Corporation%E2%80%99s%20competitors.%20Changes%20in%20Director%20compensation%2C%20if%20any%2C%20should%20come%20upon%20the%20recommendation%20of%20the%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20but%20with%20full%20discussion%20and%20approval%20by%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EGeneral%20Principles%20for%20Determining%20Form%20and%20Amount%20of%20Director%20Compensation.%3C%2Fem%3E%20The%20Nominating%20and%20Corporate%20Governance%20Committee%20shall%20annually%20review%20the%20competitiveness%20of%20the%20Corporation%E2%80%99s%20Director%20compensation%20practices.%20In%20doing%20so%2C%20the%20Committee%20compares%20the%20Corporation%E2%80%99s%20practices%20with%20those%20of%20its%20comparator%20group%2C%20which%20includes%20both%20peer%20and%20general%20industry%20companies.%20Specific%20components%20reviewed%20include%3A%20cash%20compensation%2C%20equity%20compensation%2C%20benefits%20and%20perquisites.%20Information%20may%20be%20gathered%20directly%20from%20published%20proxy%20statements%20of%20comparator%20group%20companies.%20Additionally%2C%20the%20Committee%20utilizes%20external%20market%20data%20gathered%20from%20a%20variety%20of%20survey%20sources%20to%20serve%20as%20a%20reference%20point%20against%20a%20broader%20group%20of%20companies.%20Determinations%20as%20to%20the%20form%20and%20amount%20of%20Director%20compensation%20are%20based%20on%20the%20Corporation%E2%80%99s%20competitive%20position%20resulting%20from%20this%20review.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3E%20Stock%20Ownership%20Guidelines%20for%20Directors.%3C%2Fem%3E%20In%20an%20effort%20to%20link%20more%20closely%20the%20financial%20interests%20of%20Directors%20with%20those%20of%20the%20Corporation's%20stockholders%2C%20the%20Board%20has%20established%20share%20ownership%20guidelines%20for%20Non-Management%20Directors.%20Non-Management%20Directors%20are%20required%20to%20own%20Corporation%20stock%20in%20an%20amount%20equivalent%20to%20five%20times%20the%20annual%20cash%20retainer%20for%20Board%20service%20within%20five%20years%20of%20joining%20the%20Board.%20Vested%20and%20unvested%20shares%20of%20restricted%20stock%20and%20restricted%20stock%20units%20will%20qualify%20to%20meet%20this%20stock%20ownership%20guideline.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EConflicts%20of%20Interest.%3C%2Fem%3E%20If%20an%20actual%20or%20potential%20conflict%20of%20interest%20develops%20because%20of%20significant%20dealings%20or%20competition%20between%20the%20Corporation%20and%20a%20business%20with%20which%20the%20Director%20is%20affiliated%2C%20the%20Director%20should%20report%20the%20matter%20immediately%20to%20the%20Chairman%20of%20the%20Board%20for%20evaluation%20by%20the%20Board.%20A%20significant%20conflict%20must%20be%20resolved%20or%20the%20Director%20should%20resign.%20If%20a%20Director%20has%20a%20personal%20interest%20in%20a%20matter%20before%20the%20Board%2C%20the%20Director%20shall%20disclose%20the%20interest%20to%20the%20full%20Board%20and%20excuse%20himself%20or%20herself%20from%20participation%20in%20the%20discussion%20and%20shall%20not%20vote%20on%20the%20matter.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Attendance%20at%20Annual%20Meeting.%3C%2Fem%3E%20It%20is%20the%20policy%20of%20the%20Board%20that%20all%20Directors%20attend%20the%20Annual%20Meeting%20of%20Stockholders%20and%20the%20Corporation%E2%80%99s%20annual%20proxy%20statement%20shall%20state%20the%20number%20of%20Directors%20who%20attended%20the%20prior%20year%E2%80%99s%20Annual%20Meeting.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EChange%20in%20a%20Director%E2%80%99s%20Circumstances.%3C%2Fem%3E%20Any%20Director%20who%20experiences%20a%20significant%20change%20in%20his%20or%20her%20personal%20or%20professional%20circumstances%20will%20notify%20the%20Chairman%20of%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20and%20such%20Committee%20shall%20determine%20whether%20the%20affected%20Director%20should%20continue%20to%20serve%20on%20the%20Board%20of%20Directors%20or%20any%20Committee%20on%20which%20such%20Director%20serves.%3C%2Fp%3E%3C%2Fli%3E%3C%2Fol%3E","Active":"","Index":1,"DisplayOrder":2},{"Title":"Committees%20of%20the%20Board","PageContent":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3ECommittees%20of%20the%20Board%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Col%3E%3Cli%3E%3Cp%3E%3Cem%3ENumber%20and%20Types%20of%20Committees.%3C%2Fem%3E%20A%20substantial%20portion%20of%20the%20analysis%20and%20work%20of%20the%20Board%20is%20done%20by%20standing%20Board%20Committees.%20A%20Director%20is%20expected%20to%20participate%20actively%20in%20the%20meetings%20of%20each%20Committee%20to%20which%20he%20or%20she%20is%20appointed.%3C%2Fp%3E%3Cp%3EThe%20Board%20has%20established%20the%20following%20four%20standing%20Committees%3A%20the%20Audit%20Committee%3B%20the%20Compensation%20Committee%3B%20the%20Health%2C%20Safety%2C%20Security%2C%20Environment%20and%20Social%20Responsibility%20Committee%3B%20and%20the%20Nominating%20and%20Corporate%20Governance%20Committee.%20The%20charters%20for%20the%20standing%20Committees%20will%20be%20reviewed%20periodically%20by%20the%20respective%20Committee%20and%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EComposition%20of%20Committees.%3C%2Fem%3E%20It%20is%20the%20policy%20of%20the%20Board%20that%20only%20Non-Management%20Directors%20will%20serve%20on%20Board%20Committees.%20Following%20the%20transition%20periods%20permitted%20under%20the%20applicable%20NYSE%20and%20SEC%20requirements%20for%20independence%20of%20audit%20and%20compensation%20committee%20members%2C%20only%20Independent%20Directors%20will%20serve%20on%20the%20Audit%20Committee%2C%20Compensation%20Committee%20and%20the%20Nominating%20and%20Corporate%20Governance%20Committee.%3C%2Fp%3E%3Cp%3EA%20Director%20who%20is%20part%20of%20an%20interlocking%20directorate%20(i.e.%2C%20one%20in%20which%20the%20Chief%20Executive%20Officer%20or%20another%20executive%20officer%20of%20the%20Corporation%20serves%20on%20the%20board%20of%20another%20corporation%20that%20employs%20the%20Director)%20may%20not%20serve%20on%20the%20Compensation%20Committee.%20The%20composition%20of%20the%20Board%20Committees%20will%20be%20reviewed%20annually%20to%20ensure%20that%20each%20of%20its%20members%20meet%20the%20criteria%20set%20forth%20in%20applicable%20rules%20and%20regulations%20of%20the%20SEC%2C%20the%20NYSE%20and%20the%20IRS%20and%20other%20applicable%20rules%20and%20regulations.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EAssignment%20and%20Rotation%20of%20Committee%20Members.%3C%2Fem%3E%20The%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20with%20direct%20input%20from%20the%20Chairman%2C%20will%20recommend%20annually%20to%20the%20Board%20the%20membership%20of%20the%20various%20Committees%20and%20their%20Chairmen%20and%20the%20Board%20shall%20approve%20the%20Committee%20assignments.%20In%20making%20its%20recommendations%20to%20the%20Board%2C%20the%20Committee%20shall%20among%20other%20things%2C%20take%20into%20consideration%20the%20need%20for%20continuity%3B%20subject%20matter%20expertise%3B%20applicable%20SEC%2C%20NYSE%20and%20IRS%20requirements%3B%20tenure%3B%20and%20the%20desires%20of%20individual%20Board%20members.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EFrequency%20and%20Length%20of%20Committee%20Meetings.%3C%2Fem%3E%20Each%20Committee%20shall%20meet%20as%20frequently%20and%20for%20such%20length%20of%20time%20as%20may%20be%20required%20to%20carry%20out%20its%20assigned%20duties%20and%20responsibilities.%20The%20schedule%20for%20regular%20meetings%20of%20the%20Board%20and%20Committees%20for%20each%20year%20is%20submitted%20and%20approved%20by%20the%20Board%20in%20advance.%20In%20addition%2C%20the%20Chairman%20of%20a%20Committee%20may%20call%20a%20special%20meeting%20at%20any%20time%20if%20deemed%20advisable.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3ECommittee%20Agendas%3B%20Reports%20to%20the%20Board.%3C%2Fem%3E%20Members%20of%20management%20and%20staff%20will%20prepare%20draft%20agenda%20and%20related%20background%20information%20for%20each%20Committee%20meeting%20which%2C%20to%20the%20extent%20desired%20by%20the%20relevant%20Committee%20Chairman%2C%20will%20be%20reviewed%20and%20approved%20by%20the%20Committee%20Chairman%20in%20advance%20of%20distribution%20to%20the%20other%20members%20of%20the%20Committee.%20A%20forward%20agenda%20of%20recurring%20topics%20to%20be%20discussed%20during%20the%20year%20will%20be%20prepared%20for%20each%20Committee%20and%20furnished%20to%20all%20Directors.%20Each%20Committee%20member%20is%20free%20to%20suggest%20items%20for%20inclusion%20on%20the%20agenda%20and%20to%20raise%20at%20any%20Committee%20meeting%20subjects%20that%20are%20not%20on%20the%20agenda%20for%20that%20meeting.%3C%2Fp%3E%3Cp%3EReports%20on%20and%20minutes%20of%20each%20Audit%20Committee%20meeting%20are%20made%20to%20the%20full%20Board.%20Reports%20on%20and%20minutes%20of%20other%20Committee%20meetings%20will%20be%20made%20and%20distributed%20at%20the%20discretion%20of%20each%20Chairman%20of%20that%20Committee.%3C%2Fp%3E%3C%2Fli%3E%3C%2Fol%3E","PageContentHtml":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3ECommittees%20of%20the%20Board%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Col%3E%3Cli%3E%3Cp%3E%3Cem%3ENumber%20and%20Types%20of%20Committees.%3C%2Fem%3E%20A%20substantial%20portion%20of%20the%20analysis%20and%20work%20of%20the%20Board%20is%20done%20by%20standing%20Board%20Committees.%20A%20Director%20is%20expected%20to%20participate%20actively%20in%20the%20meetings%20of%20each%20Committee%20to%20which%20he%20or%20she%20is%20appointed.%3C%2Fp%3E%3Cp%3EThe%20Board%20has%20established%20the%20following%20four%20standing%20Committees%3A%20the%20Audit%20Committee%3B%20the%20Compensation%20Committee%3B%20the%20Health%2C%20Safety%2C%20Security%2C%20Environment%20and%20Social%20Responsibility%20Committee%3B%20and%20the%20Nominating%20and%20Corporate%20Governance%20Committee.%20The%20charters%20for%20the%20standing%20Committees%20will%20be%20reviewed%20periodically%20by%20the%20respective%20Committee%20and%20the%20Board.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EComposition%20of%20Committees.%3C%2Fem%3E%20It%20is%20the%20policy%20of%20the%20Board%20that%20only%20Non-Management%20Directors%20will%20serve%20on%20Board%20Committees.%20Following%20the%20transition%20periods%20permitted%20under%20the%20applicable%20NYSE%20and%20SEC%20requirements%20for%20independence%20of%20audit%20and%20compensation%20committee%20members%2C%20only%20Independent%20Directors%20will%20serve%20on%20the%20Audit%20Committee%2C%20Compensation%20Committee%20and%20the%20Nominating%20and%20Corporate%20Governance%20Committee.%3C%2Fp%3E%3Cp%3EA%20Director%20who%20is%20part%20of%20an%20interlocking%20directorate%20(i.e.%2C%20one%20in%20which%20the%20Chief%20Executive%20Officer%20or%20another%20executive%20officer%20of%20the%20Corporation%20serves%20on%20the%20board%20of%20another%20corporation%20that%20employs%20the%20Director)%20may%20not%20serve%20on%20the%20Compensation%20Committee.%20The%20composition%20of%20the%20Board%20Committees%20will%20be%20reviewed%20annually%20to%20ensure%20that%20each%20of%20its%20members%20meet%20the%20criteria%20set%20forth%20in%20applicable%20rules%20and%20regulations%20of%20the%20SEC%2C%20the%20NYSE%20and%20the%20IRS%20and%20other%20applicable%20rules%20and%20regulations.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EAssignment%20and%20Rotation%20of%20Committee%20Members.%3C%2Fem%3E%20The%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20with%20direct%20input%20from%20the%20Chairman%2C%20will%20recommend%20annually%20to%20the%20Board%20the%20membership%20of%20the%20various%20Committees%20and%20their%20Chairmen%20and%20the%20Board%20shall%20approve%20the%20Committee%20assignments.%20In%20making%20its%20recommendations%20to%20the%20Board%2C%20the%20Committee%20shall%20among%20other%20things%2C%20take%20into%20consideration%20the%20need%20for%20continuity%3B%20subject%20matter%20expertise%3B%20applicable%20SEC%2C%20NYSE%20and%20IRS%20requirements%3B%20tenure%3B%20and%20the%20desires%20of%20individual%20Board%20members.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EFrequency%20and%20Length%20of%20Committee%20Meetings.%3C%2Fem%3E%20Each%20Committee%20shall%20meet%20as%20frequently%20and%20for%20such%20length%20of%20time%20as%20may%20be%20required%20to%20carry%20out%20its%20assigned%20duties%20and%20responsibilities.%20The%20schedule%20for%20regular%20meetings%20of%20the%20Board%20and%20Committees%20for%20each%20year%20is%20submitted%20and%20approved%20by%20the%20Board%20in%20advance.%20In%20addition%2C%20the%20Chairman%20of%20a%20Committee%20may%20call%20a%20special%20meeting%20at%20any%20time%20if%20deemed%20advisable.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3ECommittee%20Agendas%3B%20Reports%20to%20the%20Board.%3C%2Fem%3E%20Members%20of%20management%20and%20staff%20will%20prepare%20draft%20agenda%20and%20related%20background%20information%20for%20each%20Committee%20meeting%20which%2C%20to%20the%20extent%20desired%20by%20the%20relevant%20Committee%20Chairman%2C%20will%20be%20reviewed%20and%20approved%20by%20the%20Committee%20Chairman%20in%20advance%20of%20distribution%20to%20the%20other%20members%20of%20the%20Committee.%20A%20forward%20agenda%20of%20recurring%20topics%20to%20be%20discussed%20during%20the%20year%20will%20be%20prepared%20for%20each%20Committee%20and%20furnished%20to%20all%20Directors.%20Each%20Committee%20member%20is%20free%20to%20suggest%20items%20for%20inclusion%20on%20the%20agenda%20and%20to%20raise%20at%20any%20Committee%20meeting%20subjects%20that%20are%20not%20on%20the%20agenda%20for%20that%20meeting.%3C%2Fp%3E%3Cp%3EReports%20on%20and%20minutes%20of%20each%20Audit%20Committee%20meeting%20are%20made%20to%20the%20full%20Board.%20Reports%20on%20and%20minutes%20of%20other%20Committee%20meetings%20will%20be%20made%20and%20distributed%20at%20the%20discretion%20of%20each%20Chairman%20of%20that%20Committee.%3C%2Fp%3E%3C%2Fli%3E%3C%2Fol%3E","Active":"","Index":2,"DisplayOrder":3},{"Title":"Contact%20the%20Board","PageContent":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3E%3Cspan%20id%3D%22ms-rterangepaste-start%22%3E%3C%2Fspan%3EContact%20the%20Board%3Cbr%3E%3Cbr%3E%3Cspan%20id%3D%22ms-rterangepaste-end%22%3E%3C%2Fspan%3E%3C%2Fspan%3E%3Cp%3EPlease%20choose%20one%20of%20the%20below%20listed%20options%20to%20report%20complaints%20about%20KBR's%20accounting%2C%20internal%20accounting%20controls%20or%20auditing%20matters%20to%20the%20Audit%20Committee%2C%20or%20other%20concerns%20to%20the%20Board%20of%20Directors.%3C%2Fp%3E%3Cul%3E%3Cli%3EComplaints%20relating%20to%20KBR's%20accounting%2C%20internal%20accounting%20controls%20or%20auditing%20matters%20will%20be%20referred%20to%20members%20of%20the%20Audit%20Committee.%3C%2Fli%3E%3Cli%3EAll%20complaints%20and%20concerns%20will%20be%20received%20and%20processed%20by%20the%20KBR%20Director%20of%20Business%20Conduct.%3C%2Fli%3E%3Cli%3EYou%20can%20report%20your%20concerns%20anonymously%20or%20confidentially.%20Your%20confidentiality%20shall%20be%20maintained%20unless%20disclosure%20is%3A%3C%2Fli%3E%3Cul%3E%3Cli%3ERequired%20or%20advisable%20in%20connection%20with%20any%20governmental%20investigation%20or%20report%3B%3C%2Fli%3E%3Cli%3EIn%20the%20interests%20of%20the%20KBR%2C%20consistent%20with%20the%20goals%20of%20the%20KBR's%20Code%20of%20Business%20Conduct%3B%3C%2Fli%3E%3Cli%3ERequired%20or%20advisable%20in%20the%20KBR's%20legal%20defense%20of%20the%20matter.%3C%2Fli%3E%3C%2Ful%3E%3C%2Ful%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3ECall%3A%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Cp%3EThe%20US%2FCanada%20phone%20number%20for%20the%20BOD%20is%201-855-231-7512%20or%201-503-619-1884%20(calling%20collect%20from%20any%20other%20country).%3C%2Fp%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3EWrite%3A%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Caddress%3E%0A%20%20%20%20Board%20of%20Directors%3Cbr%3E%0A%20%20%20%20c%2Fo%20Director%20of%20Business%20Conduct%3Cbr%3E%0A%20%20%20%20KBR%2C%20Inc.%3Cbr%3E%0A%20%20%20%20P.O.%20Box%203406%3Cbr%3E%0A%20%20%20%20Houston%2C%20TX%2077253-3406%3Cbr%3E%0A%20%20%20%20USA%0A%20%20%20%20%3C%2Faddress%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3EE-mail%3A%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Caddress%3E%0A%20%20%20%20%3Ca%20href%3D%22mailto%3Afhoukbrbod%40kbr.com%22%3Efhoukbrbod%40kbr.com%3C%2Fa%3E%0A%20%20%20%20%3C%2Faddress%3E%0A","PageContentHtml":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3E%3Cspan%20id%3D%22ms-rterangepaste-start%22%3E%3C%2Fspan%3EContact%20the%20Board%3Cbr%3E%3Cbr%3E%3Cspan%20id%3D%22ms-rterangepaste-end%22%3E%3C%2Fspan%3E%3C%2Fspan%3E%3Cp%3EPlease%20choose%20one%20of%20the%20below%20listed%20options%20to%20report%20complaints%20about%20KBR's%20accounting%2C%20internal%20accounting%20controls%20or%20auditing%20matters%20to%20the%20Audit%20Committee%2C%20or%20other%20concerns%20to%20the%20Board%20of%20Directors.%3C%2Fp%3E%3Cul%3E%3Cli%3EComplaints%20relating%20to%20KBR's%20accounting%2C%20internal%20accounting%20controls%20or%20auditing%20matters%20will%20be%20referred%20to%20members%20of%20the%20Audit%20Committee.%3C%2Fli%3E%3Cli%3EAll%20complaints%20and%20concerns%20will%20be%20received%20and%20processed%20by%20the%20KBR%20Director%20of%20Business%20Conduct.%3C%2Fli%3E%3Cli%3EYou%20can%20report%20your%20concerns%20anonymously%20or%20confidentially.%20Your%20confidentiality%20shall%20be%20maintained%20unless%20disclosure%20is%3A%3C%2Fli%3E%3Cul%3E%3Cli%3ERequired%20or%20advisable%20in%20connection%20with%20any%20governmental%20investigation%20or%20report%3B%3C%2Fli%3E%3Cli%3EIn%20the%20interests%20of%20the%20KBR%2C%20consistent%20with%20the%20goals%20of%20the%20KBR's%20Code%20of%20Business%20Conduct%3B%3C%2Fli%3E%3Cli%3ERequired%20or%20advisable%20in%20the%20KBR's%20legal%20defense%20of%20the%20matter.%3C%2Fli%3E%3C%2Ful%3E%3C%2Ful%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3ECall%3A%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Cp%3EThe%20US%2FCanada%20phone%20number%20for%20the%20BOD%20is%201-855-231-7512%20or%201-503-619-1884%20(calling%20collect%20from%20any%20other%20country).%3C%2Fp%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3EWrite%3A%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Caddress%3E%0A%20%20%20%20Board%20of%20Directors%3Cbr%3E%0A%20%20%20%20c%2Fo%20Director%20of%20Business%20Conduct%3Cbr%3E%0A%20%20%20%20KBR%2C%20Inc.%3Cbr%3E%0A%20%20%20%20P.O.%20Box%203406%3Cbr%3E%0A%20%20%20%20Houston%2C%20TX%2077253-3406%3Cbr%3E%0A%20%20%20%20USA%0A%20%20%20%20%3C%2Faddress%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3EE-mail%3A%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Caddress%3E%0A%20%20%20%20%3Ca%20href%3D%22mailto%3Afhoukbrbod%40kbr.com%22%3Efhoukbrbod%40kbr.com%3C%2Fa%3E%0A%20%20%20%20%3C%2Faddress%3E%0A","Active":"","Index":3,"DisplayOrder":6},{"Title":"Other%20Board%20Practices","PageContent":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3EOther%20Board%20Practices%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Col%3E%3Cli%3E%3Cp%3E%3Cem%3EDirector%20Orientation%20and%20Continuing%20Education.%3C%2Fem%3E%20An%20orientation%20program%20has%20been%20developed%20for%20new%20Directors%20which%20includes%20comprehensive%20information%20about%20the%20Corporation%E2%80%99s%20business%20and%20operations%3B%20general%20information%20about%20the%20Board%20and%20its%20Committees%2C%20including%20a%20summary%20of%20Director%20compensation%20and%20benefits%3B%20and%20a%20review%20of%20Director%20duties%20and%20responsibilities.%20The%20Corporation%20provides%20continuing%20education%20courses%20several%20times%20per%20year%20on%20business%20unit%20product%20and%20service%20line%20operations.%20Each%20Non-Management%20Director%20is%20encouraged%20to%20attend%20an%20accredited%20training%20program%20at%20least%20once%20every%2024%20months%2C%20the%20expenses%20of%20which%20will%20be%20paid%20by%20the%20Corporation%20at%20the%20Director%E2%80%99s%20request.%20From%20time%20to%20time%20the%20Corporation%E2%80%99s%20Law%20Department%2C%20in%20consultation%20with%20the%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20will%20compile%20a%20list%20of%20properly%20accredited%20courses%20emphasizing%20those%20covering%20material%20related%20to%20issues%20of%20particular%20importance%20to%20the%20Corporation.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Interaction%20with%20Institutional%20Investors%20and%20Other%20Stakeholders.%3C%2Fem%3E%20The%20Board%20believes%20that%20it%20is%20executive%20management%E2%80%99s%20responsibility%20to%20speak%20for%20the%20Corporation.%20Individual%20Board%20members%20may%2C%20from%20time%20to%20time%2C%20meet%20or%20otherwise%20communicate%20with%20outside%20constituencies%20that%20are%20involved%20with%20the%20Corporation.%20In%20those%20instances%2C%20however%2C%20it%20is%20expected%20that%20Directors%20will%20do%20so%20only%20with%20the%20knowledge%20of%20executive%20management%20and%2C%20absent%20unusual%20circumstances%2C%20only%20at%20the%20request%20of%20executive%20management.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EStockholder%20and%20Interested%20Parties%20Communications%20with%20Directors.%3C%2Fem%3E%20To%20foster%20better%20communication%20with%20the%20Corporation%E2%80%99s%20stockholders%2C%20the%20Corporation%20has%20established%20a%20process%20for%20stockholders%20and%20interested%20parties%20to%20communicate%20with%20the%20Audit%20Committee%20and%20the%20Board%20of%20Directors.%20The%20process%20has%20been%20approved%20by%20both%20the%20Audit%20Committee%20and%20the%20Board%2C%20and%20meets%20the%20requirements%20of%20the%20NYSE%2C%20and%20the%20SEC.%20The%20methods%20of%20communication%20with%20the%20Board%20include%20mail%20(Board%20of%20Directors%20c%2Fo%20Director%20of%20Business%20Conduct%2C%20KBR%2C%20Inc.%2C%20P.O.%20Box%203406%2C%20Houston%2C%20Texas%2077253-3406)%2C%20a%20dedicated%20telephone%20number%201-855-231-7512%20(toll-free%20from%20the%20U.S.%20or%20Canada)%20or%26nbsp%3B1-503-619-1884%20(calling%20collect%20from%20any%20other%20country)%20and%20an%20e-mail%20address%20(fhoukbrbod%40kbr.com).%20Information%20regarding%20these%20methods%20of%20communication%20is%20also%20on%20the%20Corporation%E2%80%99s%20website%2C%20www.kbr.com%2C%20under%20%E2%80%9CCorporate%20Governance%E2%80%9D.%3C%2Fp%3E%3Cp%3EThe%20Corporation%E2%80%99s%20Director%20of%20Business%20Conduct%20shall%20review%20all%20stockholder%20communications%20directed%20to%20the%20Audit%20Committee%20and%20the%20Board%20of%20Directors.%20The%20Chairman%20of%20the%20Audit%20Committee%20is%20promptly%20notified%20of%20any%20significant%20communication%20involving%20accounting%2C%20internal%20accounting%20controls%2C%20auditing%20matters%20or%20any%20other%20significant%20stockholder%20communications.%20Communications%20addressed%20to%20a%20named%20Director%20is%20promptly%20sent%20to%20the%20Director.%20A%20report%20summarizing%20all%20communications%20is%20sent%20to%20each%20Director%20quarterly%20and%20copies%20of%20communications%20are%20available%20for%20review%20by%20any%20Director.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EPeriodic%20Review%20of%20These%20Guidelines.%3C%2Fem%3E%20The%20operation%20of%20the%20Board%20of%20Directors%20is%20a%20dynamic%20and%20evolving%20process.%20Accordingly%2C%20these%20Guidelines%20will%20be%20reviewed%20periodically%20by%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20and%20any%20recommended%20revisions%20will%20be%20submitted%20to%20the%20full%20Board%20for%20consideration.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Evaluation.%3C%2Fem%3E%20The%20Nominating%20and%20Corporate%20Governance%20Committee%20will%20conduct%20an%20annual%20evaluation%20to%20determine%20whether%20the%20Board%20and%20its%20Committees%20are%20functioning%20effectively.%20Based%20on%20the%20evaluation%2C%20the%20Committee%20will%20recommend%20to%20the%20Board%20what%20actions%2C%20if%20any%2C%20should%20be%20taken%20to%20improve%20the%20performance%20of%20the%20Board%20and%20its%20Committees.%3C%2Fp%3E%3C%2Fli%3E%3C%2Fol%3E","PageContentHtml":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3EOther%20Board%20Practices%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Col%3E%3Cli%3E%3Cp%3E%3Cem%3EDirector%20Orientation%20and%20Continuing%20Education.%3C%2Fem%3E%20An%20orientation%20program%20has%20been%20developed%20for%20new%20Directors%20which%20includes%20comprehensive%20information%20about%20the%20Corporation%E2%80%99s%20business%20and%20operations%3B%20general%20information%20about%20the%20Board%20and%20its%20Committees%2C%20including%20a%20summary%20of%20Director%20compensation%20and%20benefits%3B%20and%20a%20review%20of%20Director%20duties%20and%20responsibilities.%20The%20Corporation%20provides%20continuing%20education%20courses%20several%20times%20per%20year%20on%20business%20unit%20product%20and%20service%20line%20operations.%20Each%20Non-Management%20Director%20is%20encouraged%20to%20attend%20an%20accredited%20training%20program%20at%20least%20once%20every%2024%20months%2C%20the%20expenses%20of%20which%20will%20be%20paid%20by%20the%20Corporation%20at%20the%20Director%E2%80%99s%20request.%20From%20time%20to%20time%20the%20Corporation%E2%80%99s%20Law%20Department%2C%20in%20consultation%20with%20the%20Nominating%20and%20Corporate%20Governance%20Committee%2C%20will%20compile%20a%20list%20of%20properly%20accredited%20courses%20emphasizing%20those%20covering%20material%20related%20to%20issues%20of%20particular%20importance%20to%20the%20Corporation.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Interaction%20with%20Institutional%20Investors%20and%20Other%20Stakeholders.%3C%2Fem%3E%20The%20Board%20believes%20that%20it%20is%20executive%20management%E2%80%99s%20responsibility%20to%20speak%20for%20the%20Corporation.%20Individual%20Board%20members%20may%2C%20from%20time%20to%20time%2C%20meet%20or%20otherwise%20communicate%20with%20outside%20constituencies%20that%20are%20involved%20with%20the%20Corporation.%20In%20those%20instances%2C%20however%2C%20it%20is%20expected%20that%20Directors%20will%20do%20so%20only%20with%20the%20knowledge%20of%20executive%20management%20and%2C%20absent%20unusual%20circumstances%2C%20only%20at%20the%20request%20of%20executive%20management.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EStockholder%20and%20Interested%20Parties%20Communications%20with%20Directors.%3C%2Fem%3E%20To%20foster%20better%20communication%20with%20the%20Corporation%E2%80%99s%20stockholders%2C%20the%20Corporation%20has%20established%20a%20process%20for%20stockholders%20and%20interested%20parties%20to%20communicate%20with%20the%20Audit%20Committee%20and%20the%20Board%20of%20Directors.%20The%20process%20has%20been%20approved%20by%20both%20the%20Audit%20Committee%20and%20the%20Board%2C%20and%20meets%20the%20requirements%20of%20the%20NYSE%2C%20and%20the%20SEC.%20The%20methods%20of%20communication%20with%20the%20Board%20include%20mail%20(Board%20of%20Directors%20c%2Fo%20Director%20of%20Business%20Conduct%2C%20KBR%2C%20Inc.%2C%20P.O.%20Box%203406%2C%20Houston%2C%20Texas%2077253-3406)%2C%20a%20dedicated%20telephone%20number%201-855-231-7512%20(toll-free%20from%20the%20U.S.%20or%20Canada)%20or%26nbsp%3B1-503-619-1884%20(calling%20collect%20from%20any%20other%20country)%20and%20an%20e-mail%20address%20(fhoukbrbod%40kbr.com).%20Information%20regarding%20these%20methods%20of%20communication%20is%20also%20on%20the%20Corporation%E2%80%99s%20website%2C%20www.kbr.com%2C%20under%20%E2%80%9CCorporate%20Governance%E2%80%9D.%3C%2Fp%3E%3Cp%3EThe%20Corporation%E2%80%99s%20Director%20of%20Business%20Conduct%20shall%20review%20all%20stockholder%20communications%20directed%20to%20the%20Audit%20Committee%20and%20the%20Board%20of%20Directors.%20The%20Chairman%20of%20the%20Audit%20Committee%20is%20promptly%20notified%20of%20any%20significant%20communication%20involving%20accounting%2C%20internal%20accounting%20controls%2C%20auditing%20matters%20or%20any%20other%20significant%20stockholder%20communications.%20Communications%20addressed%20to%20a%20named%20Director%20is%20promptly%20sent%20to%20the%20Director.%20A%20report%20summarizing%20all%20communications%20is%20sent%20to%20each%20Director%20quarterly%20and%20copies%20of%20communications%20are%20available%20for%20review%20by%20any%20Director.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EPeriodic%20Review%20of%20These%20Guidelines.%3C%2Fem%3E%20The%20operation%20of%20the%20Board%20of%20Directors%20is%20a%20dynamic%20and%20evolving%20process.%20Accordingly%2C%20these%20Guidelines%20will%20be%20reviewed%20periodically%20by%20the%20Nominating%20and%20Corporate%20Governance%20Committee%20and%20any%20recommended%20revisions%20will%20be%20submitted%20to%20the%20full%20Board%20for%20consideration.%3C%2Fp%3E%3C%2Fli%3E%3Cli%3E%3Cp%3E%3Cem%3EBoard%20Evaluation.%3C%2Fem%3E%20The%20Nominating%20and%20Corporate%20Governance%20Committee%20will%20conduct%20an%20annual%20evaluation%20to%20determine%20whether%20the%20Board%20and%20its%20Committees%20are%20functioning%20effectively.%20Based%20on%20the%20evaluation%2C%20the%20Committee%20will%20recommend%20to%20the%20Board%20what%20actions%2C%20if%20any%2C%20should%20be%20taken%20to%20improve%20the%20performance%20of%20the%20Board%20and%20its%20Committees.%3C%2Fp%3E%3C%2Fli%3E%3C%2Fol%3E","Active":"","Index":4,"DisplayOrder":4},{"Title":"Board%20Committees","PageContent":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3EBoard%20Committees%3C%2Fspan%3E%3Cdiv%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3E%3Cbr%3E%3C%2Fspan%3E%3C%2Fdiv%3E%3Cdiv%3E%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3E%3C%2Fspan%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3EAudit%20Committee%3Cbr%3E%3C%2Fspan%3E%3Cp%3E%3Cbr%3EThe%20Audit%20Committee%20(the%20%22Committee%22)%20of%20KBR%2C%20Inc.%20(the%20%22Corporation%22)%20is%20appointed%20by%20the%20Board%20of%20Directors%20of%20the%20Corporation%20(the%20%22Board%22)%20to%20assist%20the%20Board%20in%20overseeing%20(1)%20the%20integrity%20of%20the%20financial%20statements%20of%20the%20Corporation%2C%20(2)%20the%20compliance%20by%20the%20Corporation%20with%20legal%20and%20regulatory%20requirements%2C%20(3)%20the%20independence%2C%20qualifications%20and%20performance%20of%20the%20Corporation's%20independent%20auditors%20and%20(4)%20the%20performance%20of%20the%20Corporation's%20internal%20audit%20function.%3C%2Fp%3E%3Cp%3E%0A%20%20%20%3Ca%20href%3D%22%2FDocuments%2FAudit-Committee-Charter.pdf%22%20target%3D%22_blank%22%3EAudit%20Committee%20Charter%20(PDF%20file%2C%2059kb)%3C%2Fa%3E%3C%2Fp%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3ECompensation%20Committee%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Cp%3EThe%20Compensation%20Committee%20(the%20%22Committee%22)%20of%20the%20Board%20of%20Directors%20(the%20%22Board%22)%20of%20KBR%2C%20Inc.%20(the%20%22Corporation%22)%20is%20appointed%20by%20the%20Board%20to%20assist%20the%20Board%20by%20assuming%20primary%20responsibility%20for%20overseeing%20and%20evaluating%20issues%20relating%20to%20the%20Corporation's%20compensation%20and%20employee%20benefit%20plans%20and%20practices%2C%20including%20executive%20compensation.%3C%2Fp%3E%3Cp%3E%0A%20%20%20%3Ca%20href%3D%22%2FDocuments%2FCompensation-Committee-Charter.pdf%22%20target%3D%22_blank%22%3ECompensation%20Committee%20Charter%20(PDF%20file%2C%20106kb)%3C%2Fa%3E%3C%2Fp%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3EHealth%2C%20Safety%2C%20Security%2C%20Environment%20and%20Social%20Responsibility%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Cp%3EThe%20Health%2C%20Safety%2C%20Security%2C%20Environment%20and%20Social%20Responsibility%20Committee%20(the%20%22Committee%22)%20is%20a%20committee%20of%20the%20KBR%2C%20Inc.%20(the%20%E2%80%9CCorporation%E2%80%9D)%20Board%20of%20Directors%20(the%20%E2%80%9CBoard%E2%80%9D).%20Its%20purpose%20is%20to%20assist%20the%20Board%20in%20fulfilling%20its%20responsibilities%20to%20provide%20global%20oversight%20and%20support%20of%20the%20Corporation%E2%80%99s%20health%2C%20safety%20and%20sustainable%20development%20policies%2C%20programs%20and%20initiatives.%3C%2Fp%3E%3Cp%3E%0A%20%20%20%3Ca%20href%3D%22%2FDocuments%2FHealth-Safety-and-Environment-Social-Responsibility-Committee-Charter.pdf%22%20target%3D%22_blank%22%3EHealth%2C%20Safety%2C%20Security%2C%20Environment%20and%20Social%20Responsibility%20(PDF%20file%2C%2092kb)%3C%2Fa%3E%3C%2Fp%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3ENominating%20and%20Corporate%20Governance%20Committee%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Cp%3EThe%20Nominating%20and%20Corporate%20Governance%20Committee%20(the%20%22Committee%22)%20is%20a%20committee%20of%20the%20Board%20of%20Directors%20(the%20%22Board%22)%20of%20KBR%2C%20Inc.%20(the%20%22Corporation%22).%20The%20Committee%20shall%20be%20responsible%20for%20matters%20related%20to%20service%20on%20the%20Board%20and%20associated%20issues%20of%20corporate%20governance.%3C%2Fp%3E%3Cp%3E%0A%20%20%20%3Ca%20href%3D%22%2FDocuments%2FNominating-and-Corporate-Covernance-Committee-Charter.pdf%22%20target%3D%22_blank%22%3ENominating%20and%20Corporate%20Governance%20Committee%20Charter%20(PDF%20file%2C%2033kb)%3C%2Fa%3E%3C%2Fp%3E%3C%2Fdiv%3E","PageContentHtml":"%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3EBoard%20Committees%3C%2Fspan%3E%3Cdiv%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3E%3Cbr%3E%3C%2Fspan%3E%3C%2Fdiv%3E%3Cdiv%3E%3Cspan%20class%3D%22ms-rteElement-LargeHeader%22%3E%3C%2Fspan%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3EAudit%20Committee%3Cbr%3E%3C%2Fspan%3E%3Cp%3E%3Cbr%3EThe%20Audit%20Committee%20(the%20%22Committee%22)%20of%20KBR%2C%20Inc.%20(the%20%22Corporation%22)%20is%20appointed%20by%20the%20Board%20of%20Directors%20of%20the%20Corporation%20(the%20%22Board%22)%20to%20assist%20the%20Board%20in%20overseeing%20(1)%20the%20integrity%20of%20the%20financial%20statements%20of%20the%20Corporation%2C%20(2)%20the%20compliance%20by%20the%20Corporation%20with%20legal%20and%20regulatory%20requirements%2C%20(3)%20the%20independence%2C%20qualifications%20and%20performance%20of%20the%20Corporation's%20independent%20auditors%20and%20(4)%20the%20performance%20of%20the%20Corporation's%20internal%20audit%20function.%3C%2Fp%3E%3Cp%3E%0A%20%20%20%3Ca%20href%3D%22%2FDocuments%2FAudit-Committee-Charter.pdf%22%20target%3D%22_blank%22%3EAudit%20Committee%20Charter%20(PDF%20file%2C%2059kb)%3C%2Fa%3E%3C%2Fp%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3ECompensation%20Committee%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Cp%3EThe%20Compensation%20Committee%20(the%20%22Committee%22)%20of%20the%20Board%20of%20Directors%20(the%20%22Board%22)%20of%20KBR%2C%20Inc.%20(the%20%22Corporation%22)%20is%20appointed%20by%20the%20Board%20to%20assist%20the%20Board%20by%20assuming%20primary%20responsibility%20for%20overseeing%20and%20evaluating%20issues%20relating%20to%20the%20Corporation's%20compensation%20and%20employee%20benefit%20plans%20and%20practices%2C%20including%20executive%20compensation.%3C%2Fp%3E%3Cp%3E%0A%20%20%20%3Ca%20href%3D%22%2FDocuments%2FCompensation-Committee-Charter.pdf%22%20target%3D%22_blank%22%3ECompensation%20Committee%20Charter%20(PDF%20file%2C%20106kb)%3C%2Fa%3E%3C%2Fp%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3EHealth%2C%20Safety%2C%20Security%2C%20Environment%20and%20Social%20Responsibility%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Cp%3EThe%20Health%2C%20Safety%2C%20Security%2C%20Environment%20and%20Social%20Responsibility%20Committee%20(the%20%22Committee%22)%20is%20a%20committee%20of%20the%20KBR%2C%20Inc.%20(the%20%E2%80%9CCorporation%E2%80%9D)%20Board%20of%20Directors%20(the%20%E2%80%9CBoard%E2%80%9D).%20Its%20purpose%20is%20to%20assist%20the%20Board%20in%20fulfilling%20its%20responsibilities%20to%20provide%20global%20oversight%20and%20support%20of%20the%20Corporation%E2%80%99s%20health%2C%20safety%20and%20sustainable%20development%20policies%2C%20programs%20and%20initiatives.%3C%2Fp%3E%3Cp%3E%0A%20%20%20%3Ca%20href%3D%22%2FDocuments%2FHealth-Safety-and-Environment-Social-Responsibility-Committee-Charter.pdf%22%20target%3D%22_blank%22%3EHealth%2C%20Safety%2C%20Security%2C%20Environment%20and%20Social%20Responsibility%20(PDF%20file%2C%2092kb)%3C%2Fa%3E%3C%2Fp%3E%3Cspan%20class%3D%22ms-rteElement-SecondaryHeader%22%3ENominating%20and%20Corporate%20Governance%20Committee%3Cbr%3E%3Cbr%3E%3C%2Fspan%3E%3Cp%3EThe%20Nominating%20and%20Corporate%20Governance%20Committee%20(the%20%22Committee%22)%20is%20a%20committee%20of%20the%20Board%20of%20Directors%20(the%20%22Board%22)%20of%20KBR%2C%20Inc.%20(the%20%22Corporation%22).%20The%20Committee%20shall%20be%20responsible%20for%20matters%20related%20to%20service%20on%20the%20Board%20and%20associated%20issues%20of%20corporate%20governance.%3C%2Fp%3E%3Cp%3E%0A%20%20%20%3Ca%20href%3D%22%2FDocuments%2FNominating-and-Corporate-Covernance-Committee-Charter.pdf%22%20target%3D%22_blank%22%3ENominating%20and%20Corporate%20Governance%20Committee%20Charter%20(PDF%20file%2C%2033kb)%3C%2Fa%3E%3C%2Fp%3E%3C%2Fdiv%3E","Active":"","Index":5,"DisplayOrder":"5"}]

Corporate Governance

​The Board of Directors (the “Board”) of KBR, Inc. (the “Corporation”) believes that the primary responsibility of the Directors of the Corporation is to provide effective governance over the Corporation’s affairs for the benefit of its stockholders.

That responsibility includes:

  • Evaluating the performance of the Chief Executive Officer and taking appropriate action, including removal, when warranted;
  • Reviewing, by its independent directors, the Chief Executive Officer’s compensation for the next year based upon the determination of the Compensation Committee;
  • Selecting, evaluating and fixing the compensation of executive management of the Corporation and establishing policies regarding the compensation and benefits for the Corporation and other members of management;
  • Reviewing succession plans and management development programs for members of executive management;
  • Reviewing and approving periodically long-term strategic and business plans and monitoring corporate performance against such plans;
  • Adopting policies of corporate conduct, including compliance with applicable laws and regulations and maintenance of accounting, financial, disclosure and other controls, and reviewing the adequacy of compliance systems and controls;
  • Evaluating annually the overall effectiveness of the Board;
  • Evaluating the Corporation’s overall risk profile and ensuring that a robust process of oversight of such risks is maintained by the Board and its committees, and by executive management; and
  • Reviewing matters of corporate governance.

The Board has adopted these Corporate Governance Guidelines (these “Guidelines”) to assist it in the exercise of its responsibilities. These Guidelines are reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to the operation of the Board.