The
Certificate of Incorporation of the Corporation provides that
the Board of Directors shall consist of not less than 8 Directors,
with the exact number being determined from time to time by
resolution of the Board. The Board believes that a desirable
target number of Directors is 8 to 10, allowing, however, for
changing circumstances that may warrant a higher or lower number.
It is the policy of the Board of Directors that the Board at
all times reflect the following characteristics.
Each Director shall at all times represent the interests of
the shareholders of the Corporation.
Each Director shall at all times exhibit high standards of integrity,
commitment and independence of thought and judgment.
Each Director shall dedicate sufficient time, energy and attention
to ensure the diligent performance of their duties.
The Board shall meet the standards of independence from the
Company and its management set forth under "Director Independence"
