The Board’s primary responsibility is to maximize long-term shareholder value for the Corporation’s shareholders. The Board selects the senior management of the Corporation, monitors senior management and the Company’s performance, and provides advice and counsel to senior management.
The Board’s responsibilities include, but are not limited to, the following:
- Strategy, Business Plan & Budget. The Board shall review the Company’s long-term strategy at least annually. It shall also approve a business plan, operating budget, and capital plan annually.
- Management Performance. The Nominating and Governance Committee will review the performance of the Chairman and CEO at least annually and, as appropriate, provide its evaluation to the Compensation and Human Development Committee, which is responsible for establishing the compensation of the Chairman and CEO. The Chairmen of the Nominating and Governance Committee and of the Compensation and Human Development Committee will review their Committee’s respective conclusions in regard to the performance of the Chairman and CEO in executive session with the Board. Further, the Compensation and Human Development Committee will review the performance of other members of senior management at least annually in connection with establishing their compensation.
- CEO Succession. The full Board will be responsible for selecting the CEO. The Nominating and Governance Committee will review succession plans for the CEO position and will report on this subject to the Board of Directors. In addition, the CEO will propose to the Nominating and Governance Committee an emergency succession plan to provide for one or more individuals to fulfill the CEO’s responsibilities on an interim basis in the event that the CEO is disabled or otherwise incapacitated, which the Committee will review and, as appropriate, recommend to the full Board for its approval.
- Board and Committee Performance Evaluations. Under the auspices of the Nominating and Governance Committee, the Board and each committee shall conduct a self-evaluation of its performance at least annually, which will address its composition, responsibilities, structure, processes, and effectiveness.
- Risk Oversight. The Board shall have general oversight of the management of the Company’s risks. The Board shall, as appropriate, consider risks among other factors in reviewing the Company’s strategy, business plan, budgets, and major transactions. In addition, each of the Board’s committees shall assist the Board in overseeing the management of the Company’s risks within the areas delegated to such committees. In particular, the Audit and Finance Committee shall review a report from management on at least an annual basis on the risks facing the Company, management’s actions to address those risks, and the Company’s risk management processes. Such report shall also be provided to the Board of Directors.
- Other Actions. The Board (or a committee designated by the Board) may review and approve other transactions not included in the business plan or budget, as set forth in guidelines adopted by the Board of Directors.
Communication with Shareholders and Third Parties
The Board believes that it is, in general, the responsibility of management to speak for the Company in communications with outside parties, e.g., investors, the press, and industry associations. Directors should only engage in such communications at the request of, or in coordination with, management.
The Nominating and Governance Committee shall review periodically and recommend for approval by the independent Directors any changes to the Policy Statement Regarding Stockholder Communications with the Board of Directors, which sets forth the processes whereby shareholders may communicate with Directors.
Directors are encouraged and expected to attend the Corporation’s annual shareholders meeting.