1.Board Size.
The Board shall initially consist of nine directors and any changes to the size of the Board will be made in accordance with the Articles.
2.Independence of Directors.
The Board shall make an affirmative determination at least annually as to which directors are independent. An "independent" director shall be defined in accordance with Section 303A.02 of the New York Stock Exchange (the "NYSE") Listed Company Manual or any successor provision thereto. The NYSE independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for determining affirmatively, as to each independent director, that no material relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director's business and personal activities as they may relate to the Company and the Company's management. As the concern is independence from management, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding.
3.Chairman of the Board.
The Board shall elect a Chairman of the Board ("Chairman") who shall preside as chairman at meetings of the Board in any way it considers in the best interests of the Company. The Board does not require the separation of the offices of Chairman and CEO or that the Chairman otherwise be an independent director.
4.Director Qualification Standards.
Potential director candidates shall be nominated for election to the Board in accordance with the Articles. The Nominating and Corporate Governance Committee shall be solely responsible for reviewing the qualifications of and selecting candidates for those director seats to which it has nomination and appointment rights pursuant to the Articles. In evaluating director candidates, the Nominating and Corporate Governance Committee shall look for persons with a high degree of integrity, deep experience relevant to the advancement of the Company's business, and an appreciation for the mission, vision and values of the Company. The Nominating and Corporate Governance Committee shall monitor the number of independent members of the Board, the skills and experience of its members and the necessary qualifications for directors to serve on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee of the Board and take these matters into consideration when evaluating candidates. In addition, the Nominating and Corporate Governance Committee shall consider any other factors it considers appropriate, which may include age, gender, cultural background, ability to work collegially with the other members of the Board, connections with the Company's businesses, potential conflicts of interest, legal considerations such as antitrust issues, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board members.
5.Change in Present Job Responsibility.
Non-executive directors who experience a material change in professional responsibility or position or a change giving rise to a potential conflict with the Company should notify the Chairman of the Board of the change. The Nominating and Corporate Governance Committee will evaluate the director's new status and recommend to the Board the action, if any, to be taken.
6.Director Orientation and Continuing Education.
Management, working with the Board, will provide an orientation program for new directors and coordinate director continuing education programs. The orientation programs are designed to familiarize new directors with the Company's businesses, strategies and challenges and to assist new directors in developing and maintaining skills necessary for the performance of their responsibilities. The Company will provide access to information and meetings with management to educate directors on matters relevant to the Company and its business on an ongoing basis. The Company also encourages director participation in external accredited director education programs on an ongoing basis and shall provide reasonable reimbursement for such courses.
7.Term Limits.
Directors will be elected for three-year terms (except for certain directors in the initial three year period following the initial public offering of the Company's ordinary shares) and may serve multiple terms.
8.Retirement Policy.
The Board does not believe that age alone should determine whether an individual should serve as a director and therefore has not adopted a mandatory retirement age for directors.