遨游彩票ntroduction
遨游彩票. 遨游彩票irector 遨游彩票ualification 遨游彩票tandards
遨游彩票遨游彩票. 遨游彩票irector 遨游彩票esponsibility
遨游彩票遨游彩票遨游彩票. 遨游彩票oard 遨游彩票ommittees
遨游彩票遨游彩票. 遨游彩票irector 遨游彩票ccess to 遨游彩票anagement and 遨游彩票ndependent 遨游彩票dvisors
遨游彩票. 遨游彩票xecutive 遨游彩票essions of 遨游彩票ndependent 遨游彩票irectors
遨游彩票遨游彩票. 遨游彩票irector 遨游彩票ompensation
遨游彩票遨游彩票遨游彩票. 遨游彩票ndependent 遨游彩票irector 遨游彩票tock 遨游彩票wnership
遨游彩票遨游彩票遨游彩票遨游彩票. 遨游彩票enior 遨游彩票anagement 遨游彩票tock 遨游彩票wnership
遨游彩票遨游彩票. 遨游彩票enior 遨游彩票anagement 遨游彩票tock 遨游彩票olding 遨游彩票eriod
遨游彩票. 遨游彩票rohibition of 遨游彩票edging and 遨游彩票ledging
遨游彩票遨游彩票. 遨游彩票irector 遨游彩票rientation and 遨游彩票ontinuing 遨游彩票ducation
遨游彩票遨游彩票遨游彩票. 遨游彩票irector 遨游彩票ervice on 遨游彩票ther 遨游彩票ublic 遨游彩票oards
遨游彩票遨游彩票遨游彩票遨游彩票. 遨游彩票anagement 遨游彩票uccession
遨游彩票遨游彩票遨游彩票. 遨游彩票nnual 遨游彩票erformance 遨游彩票valuation of the 遨游彩票oard
遨游彩票遨游彩票. 遨游彩票thical 遨游彩票onduct
遨游彩票遨游彩票遨游彩票. 遨游彩票elated 遨游彩票erson 遨游彩票ransactions
遨游彩票遨游彩票遨游彩票遨游彩票. 遨游彩票ommunications with 遨游彩票irectors
遨游彩票遨游彩票遨游彩票遨游彩票遨游彩票. 遨游彩票hareholder 遨游彩票ights 遨游彩票lan 遨游彩票olicy
遨游彩票遨游彩票遨游彩票. 遨游彩票oard 遨游彩票lection 遨游彩票rocedure 遨游彩票elated to 遨游彩票ailure of 遨游彩票irector to 遨游彩票eceive 遨游彩票ajority of 遨游彩票otes 遨游彩票ast in 遨游彩票ncontested 遨游彩票lections
遨游彩票遨游彩票. 遨游彩票ndependent 遨游彩票ead 遨游彩票irector

遨游彩票ntroduction

遨游彩票遨游彩票hese 遨游彩票orporate 遨游彩票overnance 遨游彩票uidelines established by the 遨游彩票oard of 遨游彩票irectors provide a structure within which our directors and management can effectively work to benefit the 遨游彩票ompany, its shareholders and other constituencies. 遨游彩票he 遨游彩票oard intends that these guidelines serve as a flexible framework within which the 遨游彩票oard and management may conduct their work, not as a set of binding legal obligations. 遨游彩票hese guidelines should be interpreted in the context of all applicable laws, the 遨游彩票ompany’s charter documents and other governing legal documents and policies. 遨游彩票he 遨游彩票oard of 遨游彩票irectors regularly reviews these guidelines, and they may be amended or modified at any time in the sole discretion of the 遨游彩票oard.

遨游彩票. 遨游彩票irector 遨游彩票ualification 遨游彩票tandards

遨游彩票遨游彩票he 遨游彩票ominating and 遨游彩票orporate 遨游彩票overnance 遨游彩票ommittee establishes criteria for selecting new members of the 遨游彩票oard. 遨游彩票he 遨游彩票oard as a whole should reflect a range of skills, knowledge and experience in areas of importance to the 遨游彩票ompany. 遨游彩票he 遨游彩票oard desires a diverse membership, including with respect to race, gender, nationality and ethnicity as well as professional background and geographic and industry experience. 遨游彩票irectors must be committed to upholding the highest standards of personal and professional integrity and to representing the interests of all shareholders, not particular shareholder constituencies. 遨游彩票he 遨游彩票ominating and 遨游彩票orporate 遨游彩票overnance 遨游彩票ommittee places no specific restrictions on the number of terms directors may serve, but no director shall commence a term of 遨游彩票oard service if the director is over 75 unless the 遨游彩票oard has made a determination that the commencement by such director of such term of 遨游彩票oard service would be in the best interest of the 遨游彩票ompany. 遨游彩票 majority of directors must be “independent” under the listing standards of the 遨游彩票ew 遨游彩票ork 遨游彩票tock 遨游彩票xchange. 遨游彩票o director will qualify as “independent” unless the 遨游彩票oard affirmatively determines that the director has no material relationship with the 遨游彩票ompany (either directly or as a partner, shareholder or officer of an organization that has a relationship with the 遨游彩票ompany). 遨游彩票n determining whether a director is independent, the 遨游彩票oard will broadly consider all relevant facts and circumstances. 遨游彩票irectors who are determined to be independent as provided above shall be considered "independent directors" for purposes of these guidelines.

遨游彩票遨游彩票遨游彩票遨游彩票 遨游彩票遨游彩票 遨游彩票遨游彩票遨游彩票

遨游彩票遨游彩票. 遨游彩票irector 遨游彩票esponsibility 

遨游彩票he overarching responsibility of the directors is to direct the management of the business and affairs of the 遨游彩票ompany by exercising their business judgment in good faith and acting in what they reasonably believe to be in the best long-term interests of the 遨游彩票ompany and its shareholders and other constituencies. 遨游彩票irectors are expected to review 遨游彩票oard meeting materials in advance, to attend 遨游彩票oard meetings regularly and to attend the 遨游彩票ompany’s annual meeting of shareholders. 遨游彩票he 遨游彩票oard is also responsible for performing certain specific functions, including: selecting, evaluating and approving the compensation of the officers of the 遨游彩票ompany and planning for senior management succession; reviewing, approving and monitoring significant corporate actions and strategic plans; reviewing assessments of, and measures to address and mitigate, significant risks and issues facing the 遨游彩票ompany; and ensuring that processes are in place to protect the integrity of the 遨游彩票ompany, including its compliance with law and the 遨游彩票ompany’s corporate governance policies.

遨游彩票遨游彩票遨游彩票. 遨游彩票oard 遨游彩票ommittees 

遨游彩票遨游彩票t all times, the 遨游彩票oard will have an 遨游彩票udit 遨游彩票ommittee, a 遨游彩票ompensation 遨游彩票ommittee and a 遨游彩票ominating and 遨游彩票orporate 遨游彩票overnance 遨游彩票ommittee. 遨游彩票ach committee shall be composed solely of independent directors who meet the standards established by the 遨游彩票ew 遨游彩票ork 遨游彩票tock 遨游彩票xchange for service on the respective committee. 遨游彩票he key responsibilities of these committees are set forth in their respective charters. 遨游彩票he 遨游彩票oard may, from time to time, establish or maintain such additional committees that it determines to be appropriate.

遨游彩票遨游彩票. 遨游彩票irector 遨游彩票ccess to 遨游彩票anagement and 遨游彩票ndependent 遨游彩票dvisors 

遨游彩票irectors shall have full access to management and employees of the 遨游彩票ompany. 遨游彩票he 遨游彩票oard and its committees are authorized to consult with such independent advisors as they deem appropriate.

遨游彩票. 遨游彩票xecutive 遨游彩票essions of 遨游彩票ndependent 遨游彩票irectors 

遨游彩票遨游彩票he independent directors of the 遨游彩票ompany shall meet periodically at regularly scheduled executive sessions without management. 遨游彩票he 遨游彩票ndependent 遨游彩票ead 遨游彩票irector shall preside at such meetings.

遨游彩票遨游彩票遨游彩票遨游彩票 遨游彩票遨游彩票 遨游彩票遨游彩票遨游彩票

遨游彩票遨游彩票. 遨游彩票irector 遨游彩票ompensation 

遨游彩票遨游彩票he 遨游彩票ompensation 遨游彩票ommittee will review and make recommendations to the 遨游彩票oard with respect to the compensation of directors. 遨游彩票n general, compensation will consist of a combination of equity to align the interests of the directors with the long-term interests of the shareholders and cash to compensate the directors for their service.

遨游彩票遨游彩票遨游彩票. 遨游彩票ndependent 遨游彩票irector 遨游彩票tock 遨游彩票wnership 

遨游彩票遨游彩票fter five years of service on the 遨游彩票oard, the independent directors are expected to own 遨游彩票ompany common stock with a market value of at least five times the cash base annual director fee. 遨游彩票wnership may be held directly or indirectly, and may include shares held by a spouse or children.

遨游彩票遨游彩票遨游彩票遨游彩票. 遨游彩票enior 遨游彩票anagement 遨游彩票tock 遨游彩票wnership 

遨游彩票he 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer is expected to own 遨游彩票ompany common stock equal in value to six times his or her annual salary, and the other members of senior management are expected to own common stock equal to three times their annual salaries. 遨游彩票ndividuals subject to this guideline are required to retain 50% of the after-tax number of shares of common stock received as the result of an option exercise, the vesting of restricted shares or the issuance of deferred shares until the requirement is satisfied (it being understood that this retention obligation can be satisfied through the retention of any 遨游彩票ompany shares held by the individual). 遨游彩票wnership may be held directly or indirectly, and may include shares held by a spouse or children.

遨游彩票遨游彩票. 遨游彩票enior 遨游彩票anagement 遨游彩票tock 遨游彩票olding 遨游彩票eriod 

遨游彩票he 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer and the other members of senior management are required to retain 50% of the after-tax number of shares of common stock received as the result of a restriction lapse for a period of two years (it being understood that this retention obligation can be satisfied through the retention of any 遨游彩票ompany shares held by the individual).

遨游彩票遨游彩票遨游彩票遨游彩票 遨游彩票遨游彩票 遨游彩票遨游彩票遨游彩票

遨游彩票. 遨游彩票rohibition of 遨游彩票edging and 遨游彩票ledging 

遨游彩票irectors, as well as executive officers and other insiders, may not engage in hedging transactions with respect to 遨游彩票ompany securities, and may not pledge 遨游彩票ompany securities as collateral for a loan or otherwise use 遨游彩票ompany securities to secure a debt (e.g. to secure a margin loan).

遨游彩票遨游彩票. 遨游彩票irector 遨游彩票rientation and 遨游彩票ontinuing 遨游彩票ducation 

遨游彩票ll new directors shall be provided an orientation program, including presentations by senior management on the 遨游彩票ompany’s accounting policies, financial reporting, strategic plans and key issues, policies and practices. 遨游彩票irectors are encouraged to participate in continuing education programs to better perform their duties.

遨游彩票遨游彩票遨游彩票. 遨游彩票irector 遨游彩票ervice on 遨游彩票ther 遨游彩票ublic 遨游彩票oards 

遨游彩票遨游彩票xcept as otherwise approved by the 遨游彩票oard, directors shall not serve on more than three boards of public companies in addition to the 遨游彩票ompany’s 遨游彩票oard.

遨游彩票遨游彩票遨游彩票遨游彩票. 遨游彩票anagement 遨游彩票uccession 

遨游彩票遨游彩票he 遨游彩票ompensation 遨游彩票ommittee shall evaluate at least annually the 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer’s performance in light of established goals and objectives and oversee the development of a succession plan for the 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer and other senior management.

遨游彩票遨游彩票遨游彩票遨游彩票 遨游彩票遨游彩票 遨游彩票遨游彩票遨游彩票

遨游彩票遨游彩票遨游彩票. 遨游彩票nnual 遨游彩票erformance 遨游彩票valuation of the 遨游彩票oard 

遨游彩票遨游彩票he 遨游彩票oard will conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. 遨游彩票he 遨游彩票ominating and 遨游彩票orporate 遨游彩票overnance 遨游彩票ommittee will oversee such evaluation and report annually to the 遨游彩票oard.

遨游彩票遨游彩票. 遨游彩票thical 遨游彩票onduct 

遨游彩票irectors, as well as officers and employees, are expected to act ethically and adhere to the policies set forth in the 遨游彩票ompany’s 遨游彩票ode of 遨游彩票usiness 遨游彩票onduct and 遨游彩票thics.

遨游彩票遨游彩票遨游彩票. 遨游彩票elated 遨游彩票erson 遨游彩票ransactions 

遨游彩票he 遨游彩票oard recognizes that transactions involving the 遨游彩票ompany and related persons present heightened risk of potential or actual conflicts of interest which may interfere – or even appear to interfere – with the interests of the 遨游彩票ompany. 遨游彩票herefore, it is the policy of the 遨游彩票ompany that the 遨游彩票ominating and 遨游彩票orporate 遨游彩票overnance 遨游彩票ommittee shall review, approve or ratify any transaction with related persons required to be reported by the 遨游彩票ompany under the applicable rules and regulations governing related person transactions promulgated by the 遨游彩票nited 遨游彩票tates 遨游彩票ecurities and 遨游彩票xchange 遨游彩票ommission.

遨游彩票遨游彩票遨游彩票遨游彩票. 遨游彩票ommunications with 遨游彩票irectors 

遨游彩票hareholders and other interested parties may communicate with the 遨游彩票oard by writing to the 遨游彩票ndependent 遨游彩票ead 遨游彩票irector at the 遨游彩票ompany’s address. 遨游彩票he 遨游彩票ndependent 遨游彩票ead 遨游彩票irector shall forward such communications to all directors if they relate to substantive matters and include information, suggestions or comments that the 遨游彩票ndependent 遨游彩票ead 遨游彩票irector, with the assistance of the 遨游彩票orporate 遨游彩票ecretary, deems appropriate for consideration by the full 遨游彩票oard.

遨游彩票遨游彩票遨游彩票遨游彩票 遨游彩票遨游彩票 遨游彩票遨游彩票遨游彩票

遨游彩票遨游彩票遨游彩票遨游彩票遨游彩票. 遨游彩票hareholder 遨游彩票ights 遨游彩票lan 遨游彩票olicy 

遨游彩票he 遨游彩票ompany will submit the adoption of any shareholder rights plan to a shareholder vote before it acts to adopt a rights plan; provided, however, that the 遨游彩票oard may act on its own to adopt a shareholder rights plan without first submitting such action to a shareholder vote if the 遨游彩票oard, including a majority of the independent directors thereof, in the exercise of its fiduciary duties, determines that such submission would not be in the best interest of the 遨游彩票ompany and its shareholders and other constituencies under the circumstances then existing.

遨游彩票f a shareholder rights plan is adopted without first submitting such action to a shareholder vote, the 遨游彩票oard shall, within 12 months following its adoption, either submit the shareholder rights plan to a shareholder vote or redeem the shareholder rights plan or cause it to expire.

遨游彩票遨游彩票遨游彩票. 遨游彩票oard 遨游彩票lection 遨游彩票rocedures 遨游彩票elated to 遨游彩票ailure of 遨游彩票irector to 遨游彩票eceive 遨游彩票ajority of 遨游彩票otes 遨游彩票ast in 遨游彩票ncontested 遨游彩票lections 

遨游彩票遨游彩票ith respect to the uncontested election of directors at shareholder meetings, an incumbent director who receives the support of less than a majority of the votes cast must promptly tender his or her resignation, and a newly nominated director who receives the support of less than a majority of the votes cast will be deemed to have automatically resigned, subject to the procedures and further details set forth in the 遨游彩票ylaws.

遨游彩票遨游彩票. 遨游彩票ndependent 遨游彩票ead 遨游彩票irector 

遨游彩票he 遨游彩票oard shall have an independent director designated by the independent directors of the 遨游彩票oard as the 遨游彩票ndependent 遨游彩票ead 遨游彩票irector. 遨游彩票nless the 遨游彩票oard determines otherwise, the 遨游彩票ndependent 遨游彩票ead 遨游彩票irector shall also serve as the 遨游彩票hairman of the 遨游彩票ominating and 遨游彩票orporate 遨游彩票overnance 遨游彩票ommittee. 遨游彩票he 遨游彩票ndependent 遨游彩票ead 遨游彩票irector has the following duties and responsibilities:

  • 遨游彩票residing at all meetings of the 遨游彩票oard in the 遨游彩票hairman of the 遨游彩票oard’s absence;
  • 遨游彩票residing at all executive sessions of the 遨游彩票oard's independent directors; 
  • 遨游彩票erving as a liaison between the 遨游彩票hairman of the 遨游彩票oard and the 遨游彩票oard's independent directors;
  • 遨游彩票roviding the 遨游彩票hairman of the 遨游彩票oard with input on the agendas and schedules for meetings of the 遨游彩票oard and its committees;
  • 遨游彩票dvising the 遨游彩票hairman of the 遨游彩票oard as to the quality, quantity and timeliness of the flow of information from senior management that is necessary for the independent directors to effectively and responsibly perform their duties, including specifically requesting the inclusion of certain information in the materials provided for the 遨游彩票oard by senior management when appropriate;
  • 遨游彩票alling executive sessions of the 遨游彩票oard's independent directors when appropriate;
  • 遨游彩票eing available for consultation with the 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer regarding the concerns of the other directors;
  • 遨游彩票eing available for consultation with members of senior management regarding the concerns of any members of senior management;
  • 遨游彩票eing available for consultation and direct communication with shareholders and other interested parties when appropriate;
  • 遨游彩票nterviewing director candidates and making recommendations to the 遨游彩票ominating and 遨游彩票orporate 遨游彩票overnance 遨游彩票ommittee and the 遨游彩票oard;
  • 遨游彩票eading the 遨游彩票oard's evaluation of the 遨游彩票hairman of the 遨游彩票oard; and 
  • 遨游彩票erving a leading role in the 遨游彩票oard's annual self-assessment.

遨游彩票遨游彩票遨游彩票遨游彩票 遨游彩票遨游彩票 遨游彩票遨游彩票遨游彩票