Committees & Charters

Our board of directors has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Capital Committee. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee complies with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time. All members of these committees are independent as such term is defined in the NYSE’s listing standards and as affirmatively determined by our board of directors.  Further, our Chairman of the Board, Frank C. McDowell, presides at regularly scheduled executive sessions of the independent directors.

• Audit Committee Charter
• Compensation Committee Charter
• Nominating & Corporate Governance Charter

Corporate Governance Guidelines

Our board of directors, upon the recommendation of the Nominating and Corporate Governance Committee, has adopted corporate governance guidelines establishing a common set of expectations to assist the board of directors in performing their responsibilities. The corporate governance policies and guidelines, which meet the requirements of the NYSE’s listing standards, address a number of topics, including, among other things, director qualification standards, director responsibilities, the responsibilities and composition of the board committees, director access to management and independent advisers, director compensation, and evaluations of the performance of the board.

Governance Best Practices

• Opted out of MUTA
• Non-classified Board
• Eight of nine independent board members
• Independent Chairman of the Board
• Shareholder-aligned executive compensation structure
• Majority Voting Standard for Uncontested Elections

Corporate Governance Guidelines:  Corporate Governance Guidelines

Code of Conduct and Ethics

Our board of directors has also adopted a code of ethics, including a conflicts of interest policy that applies to all of our directors and executive officers including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics meets the requirements of a “code of ethics” as defined by the rules and regulations of the SEC.  Any amendments to, or waivers of, the Code of Ethics will be disclosed promptly following the date of such amendment or waivers.

Code of Conduct and Ethics:  Code of Conduct and Ethics