Standard of care for directors. Directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders in a manner consistent with their fiduciary duties. In considering the best long-term and short-term interests of the Company, directors may consider the needs of employees, suppliers and customers of the Company and its subsidiaries, communities in which the Company and its subsidiaries conduct business and other pertinent factors in addition to the objective of maximizing shareholder value.
Directors shall be provided with information about the Company’s business, performance and prospects, as well as any matters submitted for Board action. Such information will be made available to the directors periodically and, in any event, within a reasonable period of time before meetings where the subject matter of such information is on the meeting agenda. Information should be relevant, concise and timely. Requests for action by the Board should include the recommendation of management and be accompanied by data sufficient for the directors to make a determination as to the advisability of the matter.
Directors should regularly attend meetings of the Board and all committees upon which they serve. To prepare for meetings, directors should review the materials that are sent to them in advance of those meetings and otherwise spend the necessary time and effort to discharge their responsibilities appropriately.
Meetings of the Board. The Board expects that it will meet approximately six times a year. Additional meetings (or actions to be taken by unanimous consent) may be scheduled as necessary or appropriate in light of circumstances. The Company’s Secretary shall prepare an annual schedule of meetings for the Board and the Audit, Compensation and Nominating and Governance Committees. To the extent practicable, the schedule shall be designed to accommodate discussion of agenda subjects that are generally of a recurring nature and are expected to be discussed during the ensuing year. Certain matters shall be addressed by the Board at least annually, including a review of the Company’s strategic plan or objectives, business and financial performance for the prior year and compliance with applicable law and NYSE listing standards.
Meetings of the Board shall be chaired by the Chairman of the Board. The Company’s Chief Financial Officer, General Counsel and Secretary should also attend all meetings of the Board, subject to the Board’s discretion to excuse one or more of these officers from all or portions of any meeting.
The Chairman of the Board, with advice from the Chief Executive Officer and the Secretary, shall set the agenda of each meeting of the Board. Any director may suggest agenda items and may raise at meetings other matters that they consider worthy of discussion. Directors must disclose to the other directors any potential conflicts of interest they may have with respect to any matter under discussion and, if appropriate, refrain from participating in such discussion and from voting on a matter in which they may have a conflict. Directors shall preserve the confidentiality of confidential material given or presented to the Board.
Lead Independent director. The non-management directors shall select a Lead Independent Director whose role would be to chair meetings of the non-management directors, facilitate the ability of the non-management directors to fulfill their responsibilities, and provide a structure for communicating any concerns of the non-management directors to the Company’s executive management.
Non-management directors. The Board shall schedule regular executive sessions where non-management directors shall meet without management participation. The Lead Independent Director shall preside at each executive session.