Responsible Oversight

The Board provides independent oversight of the company and management to establish and review progress on short-term and long-term business strategy, risk management, executive compensation, and corporate social responsibility and governance.

The following framework ensures accountability to our shareholders through governance policies aligned with best practices:

Annual election of Directors

Independent Board, other than our Chief Executive Officer

Appointment of independent Chairman

Proxy access

No Poison Pill

No excise tax gross-ups under change in control agreements with Executive Officers

Meeting of independent Directors in executive session at every board meeting

Policy against hedging or pledging company stock applicable to all Directors and Executive Officers

Recoupment policy related to unearned equity and cash incentive compensation

Robust stock ownership guidelines for Directors and Executive Officers

Shareholder right to call special meetings

Annual board and committee self-evaluation

Shareholder-approved director fee cap

Double trigger vesting provisions upon change in control and qualifying termination of employment for replacement awards to vest