Assessment & leadership development

Evaluation and Compensation of the Chief Executive Officer. The Board, through the Human Resources and Compensation Committee, conducts an annual evaluation of the performance of the Chief Executive Officer against criteria established by the Human Resources and Compensation Committee. This evaluation is shared with the Chief Executive Officer and is used by the Human Resources and Compensation Committee in setting the Chief Executive Officer’s compensation.

Assessing Board and Committee Performance. The Nominating and Governance Committee oversees an annual evaluation of the Board’s effectiveness and performance, the results of which are discussed with the full Board. Each of the Audit, Human Resources and Compensation and Nominating and Governance Committees conducts an annual self-assessment. The Nominating and Governance Committee also conducts an individual evaluation of each Director, not less frequently than once every three years, the results of which are shared with such individual Director.

Management Development and Succession Planning. The Board is responsible for planning for the succession to the position of Chief Executive Officer and other senior management positions. To assist the Board, the Chief Executive Officer annually provides the Human Resources and Compensation Committee with an assessment of senior managers and their potential to succeed him or her. The Chief Executive Officer also makes available to the Board, on a continuing basis, recommendations regarding an emergency succession plan which addresses who should assume the role of Chief Executive Officer in the event that the Chief Executive Officer becomes unwilling or unable to perform his or her duties. The Chief Executive Officer also provides the Human Resources and Compensation Committee with an assessment of persons considered potential successors to other senior management positions, including a review of any development plans recommended for such individuals. The results of these reviews are reported to and discussed with the Board on a regular basis.