Corporate Governance

2014 Corporate Governance Survey

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Shearman & Sterling LLP Shareholder Proposals | 57 77% 47% 72% 54% 70% 76% 68% 55% 68% 61% 65% 71% 2013 2014 Average Level of Support for Management Proposals The average level of support for management proposals related to corporate governance in 2014 was generally lower than the average level of support in 2013. The results for management proposals have been calculated as a percentage of shares outstanding based on the publicly available information closest to the record date of the meeting. Declassify the Board 2014: 1 Proposal 2013: 5 Proposals Director Elections by Majority Vote 2014: 1 Proposal 2013: 2 Proposals Shareholder Action by Written Consent 2014: 1 Proposal 2013: 2 Proposals Removal of Supermajority Voting Requirement 2014: 2 Proposals 2013: 5 Proposals Proxy Access 2014: 1 Proposal 2013: 1 Proposal Poison Pill Related Proposals 2014: 2 Proposals 2013: No Proposal Calling Special Meeting 2014: 3 Proposals 2013: No Proposal % of "For" Votes Out of Shares Outstanding

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