The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors. Each director shall adhere to the Company's Business Conduct Policy and these Corporate Governance Guidelines. The directors shall also be entitled to have the Company purchase reasonable directors' and officers' liability insurance on their behalf, to the benefits of indemnification to the fullest extent permitted by law and the Company's charter, by-laws and any indemnification agreements, and to exculpation as provided by state law and the Company's charter.
Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Information and data that are important to the Board's understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting, and directors should review these materials in advance of the meeting.
The Board believes that it should select the Chairman of the Board, from time to time, based on criteria that it deems to be in the best interests of the Company and its shareholders. The positions of Chairman of the Board and Chief Executive Officer may be filled by one individual or by two different individuals. The independent directors shall annually elect, from their number, a lead director. The lead director's responsibilities shall include:
- presiding at all meetings or sessions of meetings of the Board at which the Chairman is not present, including at executive sessions of the non-management and independent directors;
- serving as liaison between the Chairman and the non-management and independent directors;
- approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items, as well as meeting agendas and information sent to the Board;
- having authority to call meetings of the non-management and independent directors; and
- if requested by major shareholders, ensuring that he or she is available for consultation and direct communication.
The non-management directors will meet in executive sessions without management at each regularly scheduled Board meeting. If the non-management directors include any directors who are not "independent" pursuant to the Company's Director Independence Criteria, at least one executive session per year will include only independent directors. The non-management directors may meet without management at such other times as determined by the lead director. The lead director or his or her designee shall be responsible for taking appropriate minutes of each executive session. The Chairman shall propose, and the lead director will approve, the meeting schedule and agenda for each Board meeting. At the beginning of the year, the Chairman, in consultation with the lead director, will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company's long-term strategic plans and the principal issues that the Company will face in the future during at least one Board meeting each year. The lead director, acting on behalf of the Board, shall have the power to hire independent legal, financial or other advisors as deemed necessary, without consulting or obtaining the approval of any officer of the Company in advance.
The Board believes that the management speaks for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company. But it is expected that Board members would do this with the knowledge of the management and, absent unusual circumstances or as contemplated by the committee charters, only at the request of management. Directors shall also comply with the Confidentiality provisions set forth in Section 9 hereof.