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Board Committees
The Board of Directors has four standing committees:
The first three of those Committees meets regularly in executive session without
management present. The Executive Committee does not meet on a regular basis.
Advisors
The Board of Directors and any Committee of the Board of Directors may retain
and have access to independent advisors of its choice with respect to any issue
relating to its activities. The Corporation will provide funding for payment of
fees and expenses to those advisors.
Committee Assignments
The Board of Directors believes that its performance is enhanced by Directors
who are fully informed about, and actively participate in, the activities of
each of the Audit, Compensation, and Governance and Nominating Committees.
Upon the recommendation of the Governance and Nominating Committee, the Board of
Directors assigns each qualified independent Director to serve as a member of
each of those committees. This structure permits the Board to delegate greater
responsibility and authority to its committees, and to conduct significant
discussions and take formal action in its committees without the need for formal
reports to the Board of Directors. This structure also furthers the Board's
policy of having significant decisions made by all of the independent Directors.
Independence
The Audit, Compensation, and Governance and Nominating committees include only
independent Directors. The Executive Committee includes two management
Directors, the CEO and the President.
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