Board of Director Qualification Guidelines
Qualified candidates for
director are those who, in the judgment of the Board 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 complement to the existing board
composition at the time of any vacancy. In evaluating potential new
directors, the Board Governance Committee will consider the following
factors, in addition to those other factors that the Board Governance
Committee deems relevant:
Personal Characteristics: Leadership; integrity; interpersonal
skills and effectiveness; accountability and high performance
Business Attributes: 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 viewpoints; international
markets and strategic planning.
Independence: The Board Governance Committee will consider all
relevant facts and circumstances in making a recommendation to the
Board regarding the independence of each director, consistent with
the standards contained in the NYSE listing standards, the
Securities Exchange Act of 1934 and any other applicable laws or
regulations regarding independence.
Professional Responsibilities: 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 the
Company’s responsibilities to its customers, employees, suppliers,
regulatory bodies, and the communities in which it operates; and
willingness to advance their opinions.
Governance Responsibility: Ability to understand, and to distinguish
between the roles of governance and management.
Availability and Commitment: Number of commitments existing or contemplated to other entities.
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