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Board of Director Qualification Guidelines
Qualified candidates for director are those who, in the judgment of the
Governance Committee, possess all of the personal characteristics and a
sufficient mix of the business attributes described below to assure
effective service on the Board. Qualifications required of individuals for
consideration for Board membership will vary according to the particular
area of expertise being sought as a compliment to the existing board
composition at the time of any vacancy. In evaluating potential new
directors, the Governance Committee shall consider the following factors,
in addition to those other factors that the Governance Committee deems
relevant:
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Personal characteristics of a
Board candidate considered by the Governance Committee shall include:
leadership; integrity; interpersonal skills and effectiveness;
accountability and high performance standards.
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Business attributes of a
Board candidate considered by the Governance Committee shall include:
high levels of leadership experience in business; substantial knowledge
of issues faced by publicly traded companies; experience in positions
demonstrating expertise, including on other boards of directors;
financial acumen; industry and Company knowledge; diversity of view
points; international markets and strategic planning.
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Independence: The Governance
Committee shall consider the requirements of independence under the
standards of independence adopted by the Board, as well as the rules and
regulations of the New York Stock Exchange and the Securities and
Exchange Commission.
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Professional
Responsibilities: In discharging their obligation as a member of the
Board, the Governance Committee shall assess a potential new director’s:
willingness to commit the time required to fully discharge their
responsibilities; commitment to attend meetings; ability and willingness
to represent the stockholders’ long and short-term interests; awareness
of LII’s responsibilities to its customers, employees, suppliers,
regulatory bodies, and the communities in which it operates; and
willingness to advance their opinions, but once a decision is made by a
majority of the Board, a willingness to support the majority decision
assuming questions of ethics or propriety are not involved.
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Governance Responsibility:
The Governance Committee shall consider a potential new director’s
ability to understand, and have demonstrated through past experience,
the ability to distinguish between the roles of governance and
management.
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Availability and Commitment:
The Governance Committee shall consider a potential new director’s
number of commitments existing or contemplated to other entities.
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All rights reserved.
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