The Board currently holds five regular meetings during the year, including a December meeting devoted principally to the review of the Company’s proposed operating and capital budgets for the coming year. The Board also holds special meetings throughout the year, as necessary.
Directors are expected to attend Board meetings and meetings of Committees on which they serve, to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. Written materials that are important to the Board’s understanding of the business to be conducted at a meeting should be distributed to the Directors well in advance of the meeting to allow the Directors time to prepare for discussion at the meeting. Directors are expected to review these materials in advance of the meeting.
The Chairman will set the agenda for the Board meetings with the understanding that certain items necessary for appropriate Board oversight will be brought to the Board periodically for review and/or decision. Any Director may request that the Chairman include items on any meeting agenda.
To supplement the written materials distributed in advance of Board and Committee meetings, meetings will include presentations by management and, when appropriate, outside consultants, as well as sufficient time for a full discussion of the agenda items.
At least once each year, before or after a regularly scheduled Board meeting, the independent Directors will meet without non-independent Directors and management present.
The non-management Directors of the Company will meet at regularly scheduled executive sessions without management. "Non-management" Directors are all those who are not executive officers, and includes such Directors who are not independent by virtue of a material relationship, former status or family membership, or for any other reason. Walter C.D. Carlson will preside at all meetings of the non-management Directors. The Company’s proxy statement will disclose that Walter C.D. Carlson is the presiding Director at such meetings, and will disclose a method for interested persons to communicate directly with the presiding Director.
Directors are expected to adhere to the Code of Ethics adopted by the Board. The proceedings and work of the Board and its committees are confidential and each Director is expected to maintain the confidentiality of information received in connection with performing his or her role as Director.
New Directors will receive a comprehensive orientation from senior management of the Company regarding its business. In addition, particular aspects of the Company’s business will be presented from time to time as part of regular Board meetings. Individual Directors are strongly urged to participate in approved director education programs, the cost of which will be paid by the Company.
Once per year, the Board will have a meeting to discuss corporate governance generally, including the allocation of seats between independent and non-independent directors.