The Chairman,
in consultation with the other members of the Board, shall determine
the timing and length of the meetings of the Board.In addition
to regularly scheduled meetings, unscheduled Board meetings
may be called upon appropriate notice at any time to address
specific needs of the Corporation.
The Chairman shall establish the agenda for each Board meeting.
Each Director shall be entitled to suggest the inclusion of
items on the agenda, request the presence of or a report by
any member of the Corporation's senior management, or at any
Board meeting raise subjects that are not on the agenda for
that meeting.
The agendas for Board meetings shall provide opportunities for
the operating heads of the major businesses of the Corporation
to make presentations to the Board during the course of the
year. At one meeting each year the Board shall be presented
the long-term strategic plan for the Corporation and the principal
issues that the Corporation expects to face in the future. Sufficient
time shall be allocated for this presentation to allow for questions
by and full discussion with the members of the Board.
Each year, the Board shall meet in regularly scheduled executive
session, without the participation of the Chief Executive Officer
or other members of the Corporation's management to review matters
concerning the relationship of the Board with the management
Directors and other members of the Corporation's management
and such other matters as the Presiding Director and participating
Directors may deem appropriate.
The Board shall not take formal actions at such sessions, although
the participating Directors may make recommendations for consideration
by the full Board. Additional executive sessions may be scheduled
from time to time as determined by a majority of the non-management
Directors in consultation with the Presiding Director and the
Chairman of the Board.
