Size of the Board
The number of directors that constitutes the Board shall be fixed from time to time by a resolution adopted by the Board in conformity with the Amended and Restated Bylaws of the Company (the "Bylaws"). The Board shall periodically review its size to ensure that the current number of members most effectively supports the Company.
Composition of the Board
The Board should be composed of directors chosen on the basis of their character, integrity, judgment, skills, background and experience of particular relevance to the Company. In addition, directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems. Directors should also represent the balanced, best interests of the stockholders as a whole rather than special interest groups or constituencies. At the same time, in addressing the overall composition of the Board, characteristics such as diversity, age, international background, and expertise should be considered as well. Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.
Guiding Principles for Board Development and Succession
Board composition should be guided by the following principles, which are focused on maintaining robust and effective governance:
The Board should be composed of directors who are highly engaged;
In light of the rapidly changing environment in which the Company's businesses operate, the Board should include individuals with highly relevant professional experience;
While the Board does not have formal term limits and individual directors may serve for longer or shorter periods, the expectation is that individual directors should be prepared to serve for a period of nine to twelve years; and
Changes in the composition of the Board over time are desirable, as the addition of new directors permits the Board to be "refreshed" over time, while respecting each individual director's professional flexibility.
Proportion of Independent Directors
The Board shall consist of at least a majority of directors who meet the criteria for independence required by applicable listing standards. The Board shall determine on an annual basis whether each director qualifies as an independent director pursuant to applicable listing standards.The Board also believes that the Chief Executive Officer should be a member of the Board and that it may be in the Company's best interest to have one or more former members of management serve as directors.
Nomination of Directors
The Corporate Governance and Nominating Committee (the "Governance Committee") is responsible for nominating individuals to present to the Board as candidates for Board membership both in connection with the Company's annual meeting of stockholders and to fill Board vacancies. The Board has delegated to the Governance Committee the screening process for identifying possible candidates.
Prior to the meeting of the Governance Committee at which nominations of candidates for the Company's annual meeting of stockholders are to be considered, the Lead Independent Director and the Chairman of the Governance Committee will meet with each director whose term of office is scheduled to expire at such annual meeting. They will discuss with each such director whether he or she continues to meet the criteria for Board membership set forth in these Guidelines and the Governance Committee Charter, as well as whether he or she is willing to serve another term if elected, and will then report their findings to the Governance Committee. In the event that the term of office of the Lead Independent Director is scheduled to expire at such annual meeting, the Chairman of the Governance Committee will meet with him or her to discuss the matters described in this paragraph. In the event that the term of office of the Chairman of the Governance Committee is scheduled to expire at such annual meeting, the Lead Independent Director will meet with him or her to discuss the matters described in this paragraph. In the event that the Lead Independent Director is the Chairman of the Governance Committee and his or her term of office is scheduled to expire at such annual meeting, the next most senior member of the Governance Committee will meet with him or her to discuss the matters described in this paragraph.
Policy Regarding Election of Directors
The Board expects each incumbent director who is nominated for re-election to the Board to resign from the Board if he or she fails to receive the required number of votes for re-election in accordance with the Bylaws and the Board or a duly authorized committee of the Board determines to accept such resignation in accordance with the Bylaws. Accordingly, in considering whether to nominate any incumbent director for re-election, the Board shall take into account whether the incumbent director has tendered an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which such director faces re-election and (ii) acceptance of such resignation in accordance with the Bylaws. In addition, in considering whether to nominate an individual who is not an incumbent director for election to the Board, or to fill a director vacancy or new directorship, the Board shall take into account whether such individual has agreed to tender a resignation of the type described in the preceding sentence prior to being nominated for re-election, if applicable.
In the event an incumbent director fails to receive the required vote for re-election, the Governance Committee, or a committee of the Board consisting solely of Independent Directors that does not include such incumbent director, will determine whether to accept such director's resignation as set forth in Section 2.2(c) of the Bylaws.
Material Changes in a Director's Status
An Outside Director shall inform the Lead Independent Director and the Company's Secretary of any change in his or her principal occupation or status as a member of the board of any other public company, including retirement. An Independent Director shall inform the Lead Independent Director and the Company's Secretary of any change in circumstance that may cause his or her status as an Independent Director to change. The Governance Committee shall be advised of any such change described above, and shall make a recommendation to the Board on the continued appropriateness of Board or committee membership under these circumstances.
Outside Directorships and Positions
From time to time, members of the Board are invited to serve on boards of other public companies. Participation should be very selective. To ensure that members of the Board have the time and resources to commit to the Company's Board, it is recommended that Board members serve on four or fewer boards of publicly held companies. In the event a Board member holds a position on the Company's Audit Committee, such member may not serve on the audit committees of boards of more than two other publicly held companies unless the Board determines that such simultaneous service would not impair the ability of the individual to effectively serve on the Company's Audit Committee. Members of the Board should not serve on the board, or serve as an officer, of any company that may cause a significant conflict of interest with their service as a board member of the Company. Board members should normally avoid serving on the board, or serving as an officer, of a service provider, contractor, consultant or other party with whom the Company does a significant amount of business, particularly when such participation might create an impression of favoritism or conflict of interest. All directors shall inform the Lead Independent Director and the Company's Secretary of any activity that may rise to the level of a significant conflict of interest, such as an affiliation with a material competitor or supplier of Company. The Governance Committee shall be advised of such activity, and shall make a recommendation to the Board on the continued appropriateness of Board or committee membership under these circumstances. Board members will take any such action as the Governance Committee deems to be necessary or appropriate in order to effect the intent of this section.