CORPORATE GOVERNANCE

Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company’s business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines.

These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

The Board believes that its proper governance and effectiveness in carrying out its duties is greatly enhanced by the use of committees. Our Board has three committees:

• Audit & Strategic Activities Committee

• Corporate Governance & Nominating Committee

• Compensation Committee

The Board makes every effort to ensure these committees are staffed with outside Directors. Interested parties may request information about the Charters of the above Committees, or about our additional Board policies: