Table of Contents

1.   Introduction
2.   Purpose
3.   Core Principles of Accountable Corporate Governance
   1. Optimizing Company Performance and Shareowner Return
   2. Director Accessibility
   3. Transparency of Company Information
   4. One-share One-Vote
   5. Proxy Materials
   6. Adopt a Code of Best Practices
   7. Long-term Strategic Vision

1. Board Independence & Leadership
   1. Majority of Independent Directors
   2. Independent Executive Session
   3. Independent Director Definition
   4. Director Nomination Consideration
   5. Separate Chair/CEO: Independent Chair Position
   6. Examine Separate Chair/CEO
   7. Former CEO on Board
   8. Corporate Insiders
   9. Independent Board Committees
   10. Board Oversight Function
2. Board Process & Evaluation
   1. Board's Governance Principles
   2. Board, Committee, and Director Evaluation Process
   3. Board Diversity
   4. CEO Performance
   5. CEO Succession Plan
   6. Director Access to Senior Management
   7. Board Size
3. Individual Director Characteristics
   1. Time Commitment
   2. Performance Criteria
   3. Attendance
   4. Re-nomination
   5. Director Skill-sets
4. Executive & Director Compensation
   1. Design & Implementation
   2. Mix of Cash and Equity Compensation: Direct Equity Ownership
   3. Compensation Philosophy: Transparency
   4. Shareowner Vote on Compensation
   5. Executive Contract Disclosure
   6. Director Compensation
5. Audit Integrity
   1. Auditor Ratification by Shareowners
   2. Non-audit Fees
6. Corporate Responsibility
   1. Human Rights Violations
   2. Environmental Disclosure
   3. Sustainable Corporate Development
   4. Reincorporation
7. Shareowner Rights
   1. Bylaw Amendments
   2. Special Meetings/Written Consent
   3. Majority Vote for Director Election
   4. Majority Vote for Director Removal
   5. Shareowner Proposals
   6. Greenmail Prohibition
   7. Approval of Poison Pills
   8. Annual Director Elections
   9. Confidentiality of Proxies
   10. Broker Non-votes
   11. Proxy Access to Director Nominations
   12. Cumulative Voting Rights