Corporate Governance

Executive Sessions

Our corporate governance guidelines provide that the non-management directors will have regularly scheduled meetings in executive sessions without management participation. In the event that the non-management directors include directors who are not independent, then at least once a year, there should be an executive session including only independent directors. Assuming he or she is independent, the Chairman of the Board shall preside at and is responsible for preparing an agenda for the meetings of the independent directors in executive session. If the Chairman of the Board is not independent, the Board shall recommend an independent director to preside at these meetings.