Meetings of the Board

Agenda
The Chairman of the Board, in consultation with the Presiding Director, the Corporate Secretary, and members of management, establishes the agenda for each Board meeting. Each Director is free to suggest the inclusion of items on the agenda.

Advance distribution of Board materials
Information and material that are important to the Board's understanding of the business to be conducted at each Board meeting are distributed to the Board before the Board meets. Highly confidential or sensitive matters, and matters that arise immediately prior to Board meetings, may be presented and discussed without prior distribution of background material.

Executive session of independent Directors
The independent Directors of the Board will meet in executive session at least three times each year. The Presiding Director will chair these meetings.

Director attendance
Absent unusual circumstances, each Director is expected to attend all Board meetings and all meetings of the committee(s) of which the Director is a member, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Absent unusual circumstances, each Director is expected to attend the annual meeting of shareholders.

Board access to senior management
At all times, Directors have open access to the Company's senior management. Members of the Company's management are invited to attend and participate in Board meetings from time to time to brief the Board and the committees on particular topics. The Board encourages senior management to bring into Board or committee meetings and other scheduled events managers who can provide additional insight into matters being considered and/or whom senior management believes have future growth potential with the Company and should be given exposure to the members of the Board.

Board access to independent advisors
The Board and the Audit, Human Resources and Compensation and Nominating and Governance Committees, consistent with their respective charters, have the authority to retain such outside counsel, experts and other advisors as they determine appropriate to assist them in the full performance of their functions.