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The Board
shall be responsible for selecting its own members. The Board
delegates the screening process for new Directors to the Governance
and Nominating Committee, with counsel from the Chairman of
the Board.
In selecting new Directors, the Board shall give the highest
priority to meeting the standards and qualifications set forth
at the beginning of these Guidelines. In this connection,
the Board shall seek candidates whose service on other boards
will not adversely affect their ability to dedicate the requisite
time to service on this Board.
The Board may, however, make exceptions to this standard as
it deems appropriate in the interest of the Corporation's
shareholders.
The Company shall assist the Board by providing appropriate
orientation programs for new Directors, which shall be designed
both to familiarize new Directors with the full scope of the
Company's businesses and key challenges and to assist new
Directors in developing and maintaining skills necessary or
appropriate for the performance of their responsibilities.
The Board and the Company's management shall similarly work
together to develop and implement appropriate continuing education
programs for the same purposes.
The Board also recognizes that it is important for the Board
to balance the benefits of continuity with the benefits of
fresh viewpoints and experience. Therefore, each non-management
Director shall submit to the Board a letter of resignation
upon the occurrence of any of the following:
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Resignation or retirement from, or termination of, the
Director's principal current employment, or other similarly
material changes in professional occupation or association;
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(b)
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Completion
of twelve years of service as a member of the Board, and
completion of each three years thereafter; and |
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(c)
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Reaching retirement age under the Company's retirement
policy for Directors, which is 60 for all Directors other
than former Chief Executive Officers of the Corporation,
for whom the retirement age is 65. |
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(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. |
In each instance,
the Board shall be free to accept or reject the letter of resignation.
The Board shall act promptly with respect to each such letter
of resignation and shall promptly notify the Director concerned
of its decision.
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