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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 standards.
• 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.