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Corporate Governance

Leadership Development

Selection of the Chief Executive Officer
The Board shall be responsible for identifying potential candidates for, and selecting, the Company's Chief Executive Officer. The Board shall consider, among other things, a candidate's experience, understanding of, or familiarity with, the company's businesses products and markets, leadership qualities, knowledge, skills, expertise, integrity, and reputation in the business community.

Evaluation of Chief Executive Officer
The Board will provide the Chief Executive Officer with an annual performance review for the prior year. The following steps will be utilized to carry out this review:

  • At the beginning of each fiscal year the Personnel and Compensation Committee of the Board, in collaboration with the Chief Executive Officer, will set annual performance goals for the Chief Executive Officer.
  • The Chief Executive Officer will develop a self-evaluation at the end of each fiscal year and provide this to the Personnel and Compensation Committee of the Board.
  • With this information, the Personnel and Compensation Committee will solicit input from the other Board Members. This assessment should include the Directors' appraisal of:
    • The Company's performance and the Chief Executive Officer's contribution to it, both compared to competitors and the Company's own strategic goals;
    • Achievement of personal goals established for the Chief Executive Officer for the year.
    • Other aspects of the Chief Executive Officer's performance which the Director deems relevant.

The Personnel and Compensation Committee will synthesize this information and report a summary of this information to the Directors in executive session. After agreement by the Directors to the evaluation, the chair of the Personnel and Compensation Committee will meet with the Chief Executive Officer to discuss the Board's assessment. The Chief Executive Officer may then take the opportunity to discuss his or her reaction to the evaluation.

Succession Planning
At least annually, the Personnel and Compensation Committee, together with the Chief Executive Officer will report to the Board on succession planning, including plans for interim succession for the Chief Executive Officer in the event of an unexpected occurrence.

Management Development
At least annually the Personnel and Compensation Committee, together with the Chief Executive Officer, will review with the Board the Company's program for management development.




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