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Members
of the Board of Directors shall act at all times in accordance
with the requirements of the Corporation's Standards of Business
Conduct, which shall be applicable to each Director.
This obligation shall at all times include, without limitation,
strict adherence to the Corporation's policies with respect
to conflicts of interest, confidentiality, protection of the
Corporation's assets, ethical conduct in all business dealings
and respect for and compliance with applicable law.
Any waiver of the requirements of the Standards of Business
Conduct with respect to any individual Director shall be reported
to, and be subject to the approval of, the Board of Directors.
The Board shall conduct an annual review and evaluation of its
conduct and performance based upon completion by all Directors
of an evaluation form that includes, among other things, an
assessment of
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the
Board's composition and independence; |
(b)
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the
Board's access to and review of information from management,
and the quality of such information; |
(c)
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the
Board's responsiveness to shareholder concerns; |
(d)
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maintenance
and implementation of the Corporation's standards of conduct;
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(e)
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maintenance
and implementation of these Guidelines. |
The review shall seek to identify
specific areas, if any, in need of improvement or strengthening
and shall culminate in a discussion by the full Board of the
results and any actions to be taken. The Governance and Nominating
Committee shall have responsibility for ensuring that the annual
review and evaluation are carried out. |
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Copyright 2003 BOSER
Technology Co., Ltd All rights reserved
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