Corporate Governance

Corporate Governance Fact Sheet

Director Independence
Number of Independent Directors (out of 10 total directors) 8
Independent Lead Director Yes
Mandatory Retirement Age 75
Director Elections
Annual Board Elections Yes
Directors Elected by Majority of Votes Cast in Uncontested Election Yes
Board Meetings
Number of Board Meetings Held in Fiscal 2015 14
Independent Directors Hold Meetings Without Management Present Yes
Board Committees
Independent Audit Committee Yes
Number of Audit Committee Financial Experts 3
Independent Compensation Committee Yes
Independent Nominating and Corporate Governance Committee Yes
Independent Finance Committee Yes
Ethics and Corporate Responsibility Committee Yes
Published Governance Policies and Practices
Corporate Governance Guidelines Approved by the Board Yes
Code of Conduct Yes
Board Committees Yes
Chair of the Board and Independent Lead Director Position Descriptions Yes
Evaluating and Improving Board Performance
Annual Board Self-Evaluation Required Yes
Annual Review of Independence of Board Yes
Key Committee Self Evaluations Required Yes
Board Orientation/Education Programs Yes
Aligning Director and Stockholder Interests
Director and Executive Stock Ownership Guidelines Yes
Annual Equity Grant to Non-Employee Directors Yes