Corporate Governance

Shearman & Sterling 14 | Director Self-Evaluation Process JOGGING The board and each of its three standing committees are evaluated in a single integrated process Individual directors are not evaluated but each completes a self-assessment of his / her performance Short-form questionnaires, which are modified each year to focus on key issues, are used for the board and each committee The questionnaire format for responses is a 1-7 scale and there is both room for comments and open-ended questions The general counsel analyzes all of the information received from directors and presents the findings to the full board The general counsel or the nominating and governance committee chair is tasked with following up on items that are identified as areas for improvement The process is led by the nominating and governance committee chair with significant involvement from the lead independent director The lead independent director / independent board chair is not separately evaluated Outside counsel reviews the questionnaires / interview topic surveys and helps the general counsel prepare for individual director interviews Short-form proxy disclosure is made which briefly describes the self-evaluation process that was conducted A written report is prepared but no other materials are retained Individual director interviews are conducted by the general counsel THE COUNCIL OF INSTITUTIONAL INVESTORS' Corporate Governance Policies (2016) states: [Board] evaluation should include a review of the performance and qualifications of any director who received "against" votes from a significant number of shareowners. ISS's Quality Score – Overview and Updates (2016) states: In the U.S., a robust policy is when the company discloses (1) an annual board performance evaluation policy that includes (2) individual director assessments and (3) an external evaluator at least every three years. GLASS LEWIS' Proxy Paper Guidelines – United States (2017) states: Glass Lewis strongly supports routine director evaluation, including independent external reviews, and periodic board refreshment… " " " " " " The process is re-examined each year and changes are occasionally made 1 9 8 5 4 13 12 3 2 11 10 7 6

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