Corporate Governance Guidelines
CORPORATE GOVERNANCE GUIDELINES
Approved February 15, 2017
During at least one meeting per year, the Board will review the Company’s long-term strategic plans and any big-picture challenges encountered by the Company in executing its strategic plans.
On a quarterly basis, the Board shall schedule a separate meeting to be attended only by the outside Directors. A Lead Independent Director will be selected by the outside directors to chair the outside Director meetings and to execute any duties that the outside Directors have designated the Lead Independent Director to perform.
DIRECTOR ACCESS TO OFFICERS AND EMPLOYEES:
On at least a biennial basis, the Board of Directors, either directly or through the Nominating and Governance Committee, will formally review its performance during the prior period. This assessment will focus upon areas in which the Board and/or management believe should be improved to increase the effectiveness of the Board.
The Compensation Committee will conduct an annual review of Director compensation; both form and amount, and will make a recommendation on Director compensation for approval by the Board of Directors in accordance with the Compensation Committee Charter.
DIRECTOR ORIENTATION AND CONTINUING EDUCATION:
The Company will have an orientation program for new Directors. The orientation program will include the following Company subject matter: business strategies; finance and accounting systems and risk management controls; the code of business conduct and methods and compliance programs; and the internal and independent auditing process. The Orientation should include an introduction to the Company’s senior management, and may include visits to the Company’s significant facilities. Further, the Company encourages Directors to participate in continuing education programs focused on the legal and ethical responsibilities of Board members.
MAJORITY VOTING; ADVANCE TENDER OF RESIGNATION AS PREREQUISITE TO DIRECTOR NOMINATION
In accordance with the Company’s Bylaws, in any uncontested election of Directors (i.e., one in which the number of candidates for election does not exceed the number of Directors to be elected), a nominee for election or reelection to the Board must receive more votes cast with respect to his or her candidacy in order to be elected or reelected to the Board. It is expected that a Director will tender his or her resignation where that Director failed to receive a majority of the votes cast for reelection in an uncontested election. The Board shall nominate for election or reelection as director only those candidates who agree to tender, promptly following each stockholders’ meeting at which they are elected or reelected as a director after March 9, 2012, irrevocable resignations that will be effective upon:
- the failure of such director to receive the required vote at any future stockholders’ meeting at which he or she faces reelection that is an uncontested election, and
- the Board’s acceptance of such resignation.