Corporate Governance

Shearman & Sterling 16 | Director Self-Evaluation Process THE INVESTOR STEWARDSHIP GROUP'S Corporate Governance Principles for U.S. Listed Companies (2017) provides that: Boards should disclose mechanisms to ensure there is appropriate board refreshment. Such mechanisms should include a regular and robust evaluation process, as well as an evaluation of policies relating to term limits and / or retirement ages. " " THE COMMONSENSE CORPORATE GOVERNANCE PRINCIPLES (2016) states under the heading "Board of Directors – Composition and Internal Governance – Director Effectiveness" that: Boards should have a robust process to evaluate themselves on a regular basis, led by the non-executive chair, lead independent director or appropriate committee chair. The board should have the fortitude to replace ineffective directors. " " WALKING The board and each of its three standing committees are evaluated in a single integrated process Individual directors are not evaluated and do not complete a self-assessment of their performance Long-form questionnaires, which are consistent with prior years' forms, are used for the board and each committee The questionnaire format for responses is a 1-3 scale and, while there is room for comments, there are no open-ended questions The corporate secretary's office analyzes the results of the written questionnaire process and presents the findings to the nominating and governance committee, which reports to the full board No one is specifically tasked with following up on items that are identified as areas for improvement The process is essentially unchanged from year to year The process is led by the nominating and governance committee chair with no involvement from the lead independent director The lead independent director / independent board chair is not separately evaluated Outside counsel does not review the written questionnaires, nor does it participate in any aspect of the self-evaluation process No proxy disclosure is made about either the specifics or results of the self-evaluation process No written report is prepared and all materials relating to the process are retained No individual director interviews are conducted 1 9 8 5 4 13 12 3 2 11 10 7 6

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