Board Issues Membership:

  • Size of Board. The Board's optimum size is seven (7) members.
  • Board Membership Criteria. The Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment will include an individual's qualification as independent, as well as consideration of diversity, age, skills and experience in the context of the needs of the Board. No director should serve on more than three other public company boards. Directors should advise the Chairman of the Board in advance of accepting an invitation to serve on another public company board. Exceptional candidates who do not meet all of these criterion may still be considered.
  • New Directors. Nominees for directorship will be selected by the full Board in accordance with the policies and principles in its charter. The Board will maintain an orientation program for new directors.
  • Retirement.
    • Term Limits. The Board does not favor term limits for directors, but believes that it is important to monitor overall Board performance. Therefore, the Board shall review each director's continuation on the Board every year. This will allow each director the opportunity to conveniently confirm his or her desire to continue as a member of the Board.
    • Resignation Policy - Non-independent Directors. Non-independent directors shall offer to resign from the Board upon their resignation, removal or retirement as an officer of the Company.
    • Directors Changing Their Present Job Responsibilities. The Board expects directors to offer to resign from the Board upon a change in their business position including, without limitation, retirement from the position on which their original nomination was based. It is not the sense of the Board that in every instance the directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board to review the continued appropriateness of Board membership under the circumstances.


  • Directors' Duties. The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company's officers, employees, outside advisors and independent auditors. Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are expected to review meeting materials prior to Board and committee meetings and, when possible, should communicate in advance of meetings any questions or concerns that they wish to discuss so that management will be prepared to address the same.
  • Board Meetings.
    • Selection of Agenda Items and Executive Sessions. The Chairman and Chief Executive Officer should establish the agenda for Board meetings. Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting.
    • Distribution of Materials. The Company shall distribute, sufficiently in advance of meetings to permit meaningful review, written materials, which shall in all events include recent financial information, for use at Board meetings.
    • Attendance of Non-Directors. The Board believes that attendance of key executive officers augments the meeting process.
    • Number of Meetings. The Board shall hold a minimum of four (4) meetings per year.
  • Conflicts of Interest. Directors shall avoid any action, position or interest that conflicts with an interest of the Company, or gives the appearance of a conflict. The Company annually solicits information from directors in order to monitor potential conflicts of interest and directors are expected to be mindful of their fiduciary obligations to the Company.
  • Share Ownership by Directors. The Board believes that the number of shares of the Company's stock owned by each director is a personal decision, and encourages stock ownership.
  • Director Compensation. The form and amount of director compensation will be determined by the Company in accordance with the policies and principles set forth in its charter. The Board is aware that questions as to directors' independence may be raised when directors' fees and emoluments exceed what is customary. Similar concerns may be raised when the Company makes substantial charitable contributions to organizations in which a director is affiliated, or enters into consulting contracts with (or provides other indirect forms of compensation to) a director. The Board will critically evaluate each of these matters when determining the form and amount of director compensation.
  • Continuing Director Education. The Company will maintain orientation programs for new directors and continuing education programs for all directors.
  • Assessing Board Performance. The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.
  • Access to Officers and Employees. Board members have complete and open access to the Company's Chief Executive Officer and Chief Financial Officer. Board members who wish to have access to other members of management should coordinate such access through one of the foregoing.
  • Interaction with Third Parties. The Board believes that management should speak for the Company and that the Chairman should speak for the Board.
  • Board Authority. The Board and each committee have the power to hire independent legal, financial or other advisors, as they may deem necessary. Information learned during the course of service on the Board is to be held confidential and used solely in furtherance of the Company's business.
  • Confidentiality. The Board believes maintaining confidentiality of information and deliberations is an imperative.

Committee Issues

  • Board Committees. The Board will have at all times an Audit Committee, and a Compensation Committee. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.
  • Rotation of Committee Assignments and Chairs. Committee assignments and the designation of committee chairs should be based on the director's knowledge, interests and areas of expertise. The Board does not favor mandatory rotation of committee assignments or chairs. The Board believes experience and continuity are more important than rotation. Committee members and chairs may be rotated in response to changes in membership of the Board and in all cases should be rotated only if rotation is likely to increase committee performance.
  • Committee Charters. Each committee shall have its own charter. The charters will set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The charters will also provide that each committee will annually evaluate its own performance.
  • Frequency and Length of Committee Meetings. The chair of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter.
  • Chief Executive Officer Evaluation and Management Succession The Compensation Committee will conduct an annual review and approve corporate goals and objectives relevant to Chief Executive Officer compensation and set the Chief Executive Officer's compensation level based on this evaluation.