Size of Board

11 members

Number of Independent Directors

10

Separate Chairman & CEO

No

Classified Board

Yes; beginning in 2016, will be replaced with annual director elections

Number of Board meetings held in 2012

6

Board is elected by majority of shares cast

Yes

Annual Board and Committee Evaluation

Yes

Each director serves on no more than five boards of directors

Yes

Mandatory retirement age for directors

Yes

Directors are required to submit a resignation upon a substantive change in career

Yes

Audit Committee
Independent Audit Committee

Yes

Number of Financial Experts on Audit Committee

5

Number of Audit Committee meetings held in 2012

10

Audit Committee members serve on three or less public company audit committees

Yes

Compensation Committee
Independent Compensation Committee

Yes

Number of Compensation Committee meetings held in 2012

5

Corporate Governance and Nominating Committee
Independent Corporate Governance and Nominating Committee

Yes

Number of Corporate Governance and Nominating Committee meetings held in 2012

5

Finance Committee
Independent Finance Committee

Yes

Number of Finance Committee meetings held in 2012

6

Governance Polices and Practices
Corporate Governance Guidelines approved by the Board

Yes

Outside Directors hold meetings without management present

Yes

Disclosure Committee function for financial reporting practices

Yes

Corporate Compliance Program

Yes

Code of Ethics

Yes

Finance Code of Ethics

Yes

Stock ownership guidelines for other Officers

Stock ownership guidelines for Directors

5 x Annual Cash Retainer