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The
Chairman of the Board, after consideration of the desires, experience
and expertise of individual Directors, shall recommend to the
Governance and Nominating Committee the assignment of Directors
to Committees, including the designation of Committee Chairs.
The Governance and Nominating Committee shall review such recommendations
and report to the Board thereon.
In acting upon such recommendation and report, the full Board
shall give consideration to the following objectives:
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The
target size of each Committee should be two to three members,
unless circumstances call for an exception; |
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Committee
membership should be rotated, on a staggered basis,
at three-year intervals, subject to any applicable legal,
regulatory and stock exchange listing requirements; and |
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Committee
Chairs should also be rotated at reasonable intervals,
taking into account any applicable legal, regulatory and
stock exchange listing requirements. |
The Audit
and Governance and Nominating Committees shall be composed entirely
of independent Directors. The Executive Committee shall include
the Chief Executive Officer of the Corporation. At least one
of its members shall be independent Director.
If any Director ceases to be independent under the standards
set forth herein while serving on any Committee whose members
must be independent, he or she shall promptly resign from that
Committee.
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Copyright 2003 BOSER
Technology Co., Ltd All rights reserved
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