Governance

Director Independence

In accordance with the NYSE corporate governance listing standards, the Corporate Governance Committee of the Board conducts an annual review of related party transactions to determine whether any directors or any of their immediate family members (as defined by Sec. 303A.02(b) of the NYSE corporate governance listing standards) have any material relationships with the Company or its subsidiaries and/or affiliates.

During these reviews, the Committee considers transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and/or affiliates, in accordance with the Company’s Related Party Transaction Policy.

The committee then makes a determination whether or not the identified transactions or relationships are addressed in the specific independence criteria of the NYSE corporate governance listing standards and examines all transactions of relationships that did not fall within the specific independence criteria. The committee then reports its findings to the Board and, on the basis of such findings, the Board makes determinations about the independence of Board members.

In its most recent review of the Corporate Governance Committee’s report with regard to related party transactions, the Board affirmatively determined that all of the directors were independent, except for directors that are officers of the Company, under the NYSE corporate governance listing standards on the basis that:

  1. No non-employee director or any member of his or her immediate family has engaged in a transaction or has a relationship with the Company or any of its subsidiaries and/or affiliates that is contrary to or exceeds the thresholds of materiality as established by the specific independence criteria of the NYSE at Section 303A.02(b) or violates the Company’s Related Party Transaction Policy; and
  2. No non-employee director or any member of his or her immediate family has any other relationship with the Company or any of its subsidiaries and/or affiliates that is material under Section 303A.02(a) of the NYSE corporate governance listing standards.

Please refer to the section titled “Related Party Transactions” in the Company’s Proxy Statement.

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