Shareholder Tools
Corporate Governance Fact Sheet
Director Independence
Number of Independent Directors (out of 13 total directors) 11 Separate Chairman & CEO Yes Lead Independent Director Yes Mandatory Retirement Age 72 Director Elections
Annual Board Elections Yes Directors Elected by Majority of Votes Cast in Uncontested Election Yes Board Meetings
Number of Board Meetings Held in Fiscal 2009 10 Independent Directors Hold Meetings Without Management Present Yes Board Committees
Independent Audit Committee Yes Number of Audit Committee Financial Experts 4 Independent Compensation Committee Yes Independent Nominating and Corporate Governance Committee Yes Independent Finance Committee Yes Ethics and Corporate Responsibility Committee Yes Published Governance Policies and Practices
Corporate Governance Guidelines Approved by the Board Yes Standards of Business Conduct and Ethics Yes Charters for Board Committees Yes Charter for Lead Independent Director Yes Evaluating and Improving Board Performance
Annual Board Self-Evaluation Required Yes Annual Review of Independence of Board Yes Key Committee Self Evaluations Required Yes Board Orientation/Education Programs Yes Aligning Director and Stockholder Interests
Director and Executive Stock Ownership Guidelines Yes Annual Equity Grant to Non-Employee Directors Yes