• Strong independent Lead Director
• Actively seek diverse board Candidates
• Long-term, continuing program for senior leadership development and succession
• Board's oversight of risk management
• Annual self-evaluation of individual directors and board as a whole
• Rigorous stock ownership guidelines for all officers and directors
• Limits to how many other boards on which directors may serve
• Director retirement age policy

• Robust two-way dialogue with investors
• Majority voting for all directors
• Proxy access for investors
• Special meeting rights for investors
• Annual Say-On-Pay vote
• Biennial vote on Equity Compensation Plan

We have created a Board that supports and oversees the company’s complex activities. Our Board is committed to actively seeking women and minority director candidates for consideration by the Board. The Corporate Governance and Nominating Committee and the Board review and assess the effectiveness of their practices for consideration of diversity in nominating director candidates.

Below are the skills and experiences that make up our Board that we consider important in light of our current business and structure.

Pay Practices

• Performance-based compensation that uses a variety of performance measures and performance periods
• Annual compensation review and risk assessment
• Robust stock ownership guidelines for all executive officers and directors
• Clawback policy for both annual incentive cash plan and equity incentive plan
• Independent Compensation Committee and independent compensation consultant
• Limit on maximum incentive payouts
• Anti-hedging policy