Corporate Governance

S H E A R M A N & S T E R L I N G L L P 34 35 C O R P O R A T E G O V E R N A N C E - R E L A T E D S H A R E H O L D E R P R O P O S A L S ONE VOTE PER SHARE: Requests that the board recapitalize the company so that all shares are entitled to only one vote. LIMIT OUTSIDE DIRECTORSHIPS: Requests that the board limit the number of public company boards on which a director may serve at one time. INDEPENDENT COMMITTEE TO ADDRESS CONFLICTS OF INTEREST: Requests that the board establish an independent committee to address confl icts of interest. ESTABLISH AN OFFICE OF THE BOARD OF DIRECTORS: Requests that the board establish an Offi ce of the Board of Directors to enable direct shareholder communication with the board. ADOPT GLOBAL CORPORATE STANDARDS: Requests that the board adopt a global set of corporate standards. REIMBURSEMENT OF PROXY EXPENSES: Requests that the bylaws be amended to provide for the reimbursement of certain expenses related to successful shareholder proposals or the contested election of less than 50% of the directors. ESTABLISH A MAJORITY VOTE SHAREHOLDER COMMITTEE: Requests that the board establish a majority vote shareholder committee to consider shareholder proposals that receive a majority of the votes cast but are not adopted by the board. NO GREENMAIL: Requests that the board forbid the payment of greenmail. N U M B E R O F C O M P A N I E S 0 7 14 21 28 35 ONE VOTE PER SHARE LIMIT OUTSIDE DIRECTORSHIPS INDEPENDENT COMMITTEE TO ADDRESS CONFLICTS OF INTEREST ESTABLISH AN OFFICE OF THE BOARD OF DIRECTORS ADOPT GLOBAL CORPORATE STANDARDS REIMBURSEMENT OF PROXY EXPENSES ESTABLISH A MAJORITY VOTE SHAREHOLDER COMMITTEE NO GREENMAIL 2003 2004 2005 2006 2007 2 3 0 1 0 3 1 1 2 1 1 1 1 0 1 1 2 3 0 0 0 0 0 1 2 1 1 0 1 0 1 0 0 0 0 0 0 N/A 0 0

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