Corporate Governance

Shearman & Sterling Director Self-Evaluation Process | 15 TOPICS DISCUSSED Shareholders highly value disclosure of the specific changes made to the board's structure, practices, policies and procedures which have, at least in part, been influenced by the self- evaluation process. Not surprisingly, there is considerable overlap between items that were disclosed as being discussed as part of the self-evaluation process and items that were disclosed as being considered for change as a result of the self-evaluation process. Board composition, structure and organization Agenda setting Oversight of strategy Board dynamics and culture Board meeting frequency Oversight of risk management Adherence to corporate governance guidelines and committee charters Quality of board discussion Management succession planning Board / management interaction Management of board meeting time / meeting effectiveness Oversight of regulatory compliance Committee structure, composition and performance Quality of meeting and "pre-read" materials Areas for potential board improvement Changes in board structure or composition Changes in board agendas Enhanced strategic planning process Increased focus on board refreshment / director recruitment process Changes to board meeting format Focus on acquisition integration Improvements in executive sessions Improvements to meeting materials Improvements to management succession planning process Improvements in communication between directors and senior management Enhanced responsibilities for the lead independent director Focus on competitive / regulatory landscape Changes in committee structure, membership or responsibilities Changes to director orientation or training programs Improvements to the director self-evaluation process Top 100 Companies disclosed the topics discussed during the self-evaluation process (67% of companies that made detailed disclosure). 39 Top 100 Companies disclosed the actions considered by the board, including changes to its structure, practices, policies or procedures as a result of the self-evaluation process (62% of companies that made detailed disclosure). 36 EXAMPLES OF ACTIONS THAT WERE CONSIDERED: EXAMPLES OF TOPICS THAT WERE DISCUSSED: There was a wide variety of topics disclosed by companies that were discussed with board members during the self-evaluation process. ACTIONS CONSIDERED

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