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Director Recruitment and Performance Guidelines

ATTACHMENT A  
DIRECTOR RECRUITMENT AND PERFORMANCE GUIDELINES


The following Director Recruitment and Performance Guidelines, approved by the Governance and Nominating Committee and adopted by the Board of Directors, are for use in identifying and recruiting directors for the Board of Directors and in the annual Independent Director Peer Assessment process:

  1. A director should have a record of demonstrated integrity, honesty, fairness, responsibility, good judgment and high ethical standards.  

  2. The director should have a deep concern for society and a view of the role of a corporation in society which is consistent with the traditional values of the Company.

  3. In the case of outside directors, the director should meet the “independence” criteria set forth in the Company’s Standards for Determining Independence of Directors.  

  4. A director should not be serving as a director of more than five other public companies, provided however, that any director serving on the board of more than five other public companies at the time these Guidelines are adopted shall not be required to resign from any such boards to achieve this Guideline.

  5. A director who is employed as an executive officer of another public company should not be serving as a director of more than two other companies including their own.

  6. The director should have a high level of expertise in areas of importance to the Company (such as technology, international business, finance, management, etc.) and should have senior operating experience with industrial corporations.

  7. A director should have demonstrated the business acumen, experience and ability to use sound judgment and to contribute to the effective oversight of the business and financial affairs of a large, multifaceted, global organization.

  8. A director should be committed to understanding the Company and its industry and to spending the time necessary to function effectively as a Director, including regularly attending and participating in meetings of the Board and its committees.

  9. A director should neither have, nor appear to have, a conflict of interest that would impair the director’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a Director.

  10. A director should be able to work well with other Directors and executive management with a view to a long-term relationship with the Company as a Director.

  11. A director should have independent opinions and be willing to state them in a constructive manner.

  12. A director should be willing to comply with the share ownership guidelines adopted by the Board.

  13. Additional factors in evaluating the above skills would be a preference for directors that improve the diversity of the Board in terms of gender, race, religion and/or geography.


    The above criteria are not rigid rules that must be satisfied in each case, but are flexible guidelines to assist in evaluating and focusing the search for director candidates and in the annual Director Peer Assessment process.  

    The nomination of a present director should be based on continuing qualification under these Guidelines and other criteria established by the Board of Directors.

    The Governance and Nominating Committee has sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve the search firm fees and other retention terms. Board members are encouraged to submit to the Chairman of the Governance and Nominating Committee candidates for appointment or nomination to the Board of Directors.    

    [rev 10 December 2008]