Board Leadership
The office of Chairman and CEO may or may not be held by one person. The Board believes it is best not to have a fixed policy on this issue and that it should be free to make this determination based on what it believes is best in the circumstances.
Executive Sessions of Non-Management Directors
Portions of regular meetings may be set aside for the outside directors to meet privately with the CEO, and the non-management directors shall also meet privately without the CEO on a regular basis.
Lead Director
A Lead Director shall be elected by a majority of the independent directors after recommendation of the Governance Committee and shall serve until a new Lead Director is elected. Responsibilities of the Lead Director will include acting as a liaison between the Chairman and the independent directors; review of information sent to the board; review of meeting agendas for the board; and review of meeting schedules to assure that there is sufficient time for discussion of all agenda items. The Lead Director may call meetings of the independent directors. The Board will maintain and disclose a policy regarding a method for interested parties to communicate with the lead director.
Size
The size of the Board may vary from time to time, but shall preferably be not less than 11 or more than 15 members. This size should accommodate the objectives of effective discussion and decision-making, adequate staffing of Board Committees, and desired mix of Management and non-employee directors.
Board Committees
The Board believes its current Committee structure, comprised of an Audit, Compensation, Finance, Governance and Safety, Health and Environment Committee, is appropriate. However, the Board annually reviews its Committee structure as well as the Charter and composition of each Committee and will make modifications as necessary. The Board reviews the Committee membership when it annually reappoints its Committees and, therefore, does not have a fixed policy on rotation of Committee memberships. The Audit, Compensation and Governance Committees will be composed entirely of directors who meet the criteria required for independence by law, the rules and regulations of the SEC and the New York Stock Exchange listing standards. Directors who are not independent may attend (but may not vote at) meetings of the Audit, Compensation and Governance Committees.