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Corporate Governance

13

Number of Directors

Yes

Majority Independent

Yes

Audit Committee Members Independent

Yes

Compensation and Management Development Committee Members Independent

Yes

Nominating and Corporate Governance Committee Members Independent

Yes

Independent Lead Director

Yes

Non-management Directors meet in executive session without management present

Yes

Non-executive Chairman of the Board

Yes

Annual election of all directors

Yes

Stock ownership requirements for directors

Yes

Mandatory retirement age for directors

Yes

Annual evaluation of board performance

Yes

Annual evaluation of the chief executive officer

Yes

Code of Conduct and Ethics for Directors

Yes

Code of Ethics for Senior Financial Officials

Yes

Standards of Business Conduct and Ethics for employees

Yes

Board oversight of ethics programs for directors, senior financial officials and employees

Yes

Board oversight of enterprise risk management

Yes

Board access to management and outside advisors