Corporate Governance Guidelines

The Company's values are:

• People - We care about people and the role of work in their lives.
• Knowledge - We learn and grow by sharing knowledge and resources.
• Innovation - We dare to innovate and be pioneers.

The Company's vision and values, as well as its strategies, provide the guiding principles for direction and priorities in the conduct of its business. Within the context of these guiding principles, the Board of Directors has adopted the following corporate governance guidelines.

All corporate authority resides with the Board of Directors as fiduciaries of the Company's shareholders, except for those matters reserved to the shareholders. The Board of Directors has retained oversight authority — defining and overseeing the implementation of and compliance with standards of accountability and monitoring the effectiveness of management policies and decisions in an effort to ensure that the Company is managed in such a way to achieve its objectives. The Board has delegated to management the authority to pursue the Company's objectives. Management, not the Board of Directors, is responsible for managing the Company.

Consistent with this division of authority, the primary responsibilities of the Board of Directors and its committees include:

1. Overseeing the conduct of the Company's business to determine whether it is being effectively managed, evaluating the performance of the Company and its senior management, and selecting, regularly evaluating and fixing the compensation of the chief executive officer and other members of management as it deems appropriate.
2. Monitoring fundamental operating, financial and other corporate strategies, as well as major plans and transactions.
3. Providing advice and counsel to the chief executive officer and management.
4. Overseeing management in an effort to ensure that the assets of the Company are safeguarded through the maintenance of appropriate accounting, financial and other controls, and that the business of the Company is conducted in compliance with applicable laws and regulations and the highest ethical standards.
5. Evaluating the overall effectiveness of the Board of Directors, as well as selecting and recommending to shareholders qualified candidates for election to the Board of Directors.

1. INDEPENDENCE

   Currently all of the directors of the Company are independent except for the Chairman of the Board and Chief Executive Officer, and the intention is to continue this practice in the future. A director is considered to be "independent" if he or she meets the requirements for independence set forth in the rules of the New York Stock Exchange.

2. SELECTION CRITERIA FOR BOARD MEMBERS

   The nominating and governance committee has developed and recommended to the Board of Directors for adoption guidelines for selecting candidates for election to the Board of Directors, and will periodically review such guidelines and recommend to the Board of Directors for adoption amendments to such guidelines that the committee deems necessary or appropriate.

3. ORIENTATION

   The Company provides and regularly updates a director information book, which contains materials regarding the Company's business and operations, director compensation, and corporate governance matters. The Company also arranges for each new director to participate in an orientation process, including meetings with key personnel.

4. CONTINUING EDUCATION

   The Board believes that each director should:

   1. Maintain leadership and expertise in the areas that caused the Board to select that director for membership;
   2. Develop and maintain a broad, current knowledge of all of the Company's businesses and critical issues affecting the Company; and
   3. Develop and maintain a broad, current knowledge about corporate directors' responsibilities, including general legal principles applicable to directors' activities in fulfilling those responsibilities.
5. TERM LIMITS

   The Board of Directors does not believe that it should establish term limits. Term limits have the disadvantage of causing the loss of the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board of Directors as a whole.

6. RETIREMENT

   It is the policy of the Board of Directors that no individual who would be age 70 or older at the time of his or her election will be eligible to stand for election to the Board of Directors.

7. SUCCESSION PLANNING

   The nominating and governance committee is responsible for developing and periodically reviewing succession plans for the directors. The nominating and governance committee will periodically report to the Board of Directors on these matters.

8. ELECTION OF DIRECTORS

   In a non-contested election, directors will be elected by a majority of the votes cast by holders of shares of the Company's common stock entitled to vote in the election at a shareholders meeting at which a quorum is present. In a contested election, directors will be elected by a plurality of the votes cast by holders of shares of the Company's common stock entitled to vote in the election at a shareholders meeting at which a quorum is present. For purposes of this guideline, (i) a "contested election" means that, as of the record date for the meeting at which the election is held, there are more nominees for election than positions on the Board of Directors to be filled by election at the meeting and (ii) a "majority of the votes cast" means that the number of votes cast in favor of the election of a director exceeds the number of votes withheld in the election of that director (with abstentions and broker non-votes not counted as votes cast).

   If an incumbent director fails to receive the affirmative vote of a majority of the votes cast in a non-contested election, then following the announcement of the final results of balloting for the election, such director will promptly tender his or her resignation to the Nominating and Governance Committee. Any such resignation will be effective only upon its acceptance by the Board of Directors. The Nominating and Governance Committee will recommend to the Board of Directors whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision, and the rationale behind its decision, within 90 days from the date of the announcement of the final results of balloting for the election.

   The director who has tendered his or her resignation in accordance with this guideline will not participate in the Nominating and Governance Committee's or the Board of Directors' deliberations or decision with respect to the tendered resignation. If one or more directors' resignations are accepted by the Board, the Nominating and Governance Committee will recommend to the Board of Directors whether to fill such vacancy or vacancies or to reduce the size of the Board. In the event that all the members of the Nominating and Governance Committee are required under this guideline to resign, then the Board of Directors shall make its decision with respect to the tendered resignations and vacancies, as the case may be, without the recommendation of the Nominating and Governance Committee.

   This Section II.H shall terminate, and the Guidelines shall be amended to eliminate this Section II.H, upon the effectiveness of any amendment to the Company's Articles of Incorporation that provides for a voting requirement in the election of directors other than a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

1. NUMBER OF DIRECTORS

   The Company's articles of incorporation provide that the Board of Directors shall have no less than three and no more than 15 members. The Board will assess its size from time to time. It is the Board's philosophy that smaller boards of directors are more effective, although the Board would be willing to increase its size in order to accommodate an outstanding candidate or to satisfy the staffing needs of its committees.

2. BOARD LEADERSHIP

   The Board of Directors has appointed the Chief Executive Officer of the Company to the position of Chairman of the Board. Combining the roles of Chairman of the Board and Chief Executive Officer (1) enhances alignment between the Board of Directors and management in strategic planning and execution as well as operational matters, (2) avoids the confusion over roles, responsibilities and authority that can result from separating the positions, and (3) streamlines Board process in order to conserve time for the consideration of the important matters the Board needs to address. At the same time, the combination of a completely independent Board (except for the Chairman of the Board) and the lead director arrangement maintained by the Board facilitate effective oversight of the performance of senior management.

3. LEAD DIRECTOR

   The Board of Directors has established and will maintain an arrangement under which a chair of one of the principal Board committees will serve as lead director on a rotating basis for each calendar year in the following order: executive compensation and human resources committee, audit committee, and nominating and governance committee. The lead director will:

   1. preside at executive sessions of the non-employee directors and all other meetings of directors where the Chairman of the Board is not present;
   2. serve as liaison between the Chairman of the Board and the non-employee directors;
   3. approve what information is sent to the Board;
   4. approve the meeting agendas for the Board;
   5. approve meeting schedules to assure that there is sufficient time for discussion on all agenda items;
   6. have the authority to call meetings of the non-employee directors; and
   7. if requested by major shareholders, ensure that he or she is available for consultation and direct communication.


4. BOARD COMMITTEES
   
   
   1. The standing committees of the Board of Directors are the audit committee, the executive compensation and human resources committee, the executive committee and the nominating and governance committee. Board committees receive their authority exclusively through delegation from the Board. The audit committee, the executive compensation and human resources committee and the nominating and governance committee have written charters that set forth the responsibilities of, and other legal requirements applicable to, each committee. Each charter has been approved by the Board of Directors.
   2. The nominating and governance committee, in consultation with the Chairman of the Board, is responsible for recommending to the Board of Directors the assignment of Board members to Board committees. All standing committees, other than the executive committee, will consist of independent directors. Consideration will be given to rotating committee members periodically, but rotation will not be mandatory.
   3. The committee chairperson, in consultation with the committee members, will determine the frequency and length of committee meetings. Directors may attend any Board committee meeting.
   4. In recognition of the demands that service on a committee of the Board of Directors places on a director, no member of the Board of Directors will serve on more than two committees, not including the executive committee.
   5. Committee chairs will each report on the activities of his or her committee at each regular meeting of the Board of Directors. In addition, the minutes of all committee meetings will be regularly distributed to all Board members.

1. MEETING AGENDAS

   The Board and its committees have each established and will maintain a forward agenda of topics to be considered at each of their regular meetings. Meeting agendas will be based on these forward agendas, as modified to reflect input from the lead director or other Board members or, in the case of committee meetings, direction from the committee chair or input from committee members, as well as input from legal counsel and appropriate members of management. The forward agenda for the Board of Directors will be submitted for review at the executive session of the Board held without management at each of its regular meetings, and the forward agenda for each committee will be submitted for review at each regular meeting of the committee.

   Unless otherwise provided in the charter of a committee, topics that are typically addressed by a committee may be addressed instead by the full Board of Directors, as determined by the chairperson of the relevant committee in consultation with the Chairman of the Board.

2. MEETING MATERIALS DISTRIBUTED IN ADVANCE; OTHER INFORMATION

   In general, information and data that is important to the Board's or committee's understanding of the matters to be discussed at each meeting will be distributed in writing to the Board or committee members a reasonable amount of time before the Board or committee meets so that meeting time may be conserved and discussion time focused on questions that the directors have about the materials. Directors are expected to review meeting materials prior to the meeting. Management will seek to ensure that the information is complete and accurate, while making every attempt to see that this material is as brief as possible.

   Directors will also routinely receive monthly financial statements, earnings reports, press releases, analyst reports, and other information designed to keep them informed of the material aspects of the Company's business and performance.

3. MEETING ATTENDANCE

   Directors are expected to attend each regular and special meeting of the Board of Directors and of each committee of which the director is a member. The personal attendance of directors at such meetings is preferred. Although the Company's bylaws authorize members of the Board of Directors and members of any committee of the Board of Directors to participate in and act at a meeting through the use of telephonic or other communication equipment, the use of such equipment is discouraged. The Board of Directors recognizes, however, that directors located overseas are subject to greater constraints on their ability to personally attend meetings, and believes that such directors should be subject to greater latitude in following this guideline.

4. INDEPENDENT ADVICE

   The Board or any Board committee has the authority to seek legal or other expert advice from a source independent of management, including the authority to approve the expert's fees and terms of retention.

5. ATTENDANCE OF NON-DIRECTORS AT BOARD MEETINGS

   The Chairman of the Board will arrange for members of senior management to attend Board meetings from time to time who can make presentations on, and respond to questions about, meeting topics over which they have responsibility. Additionally, the Chairman of the Board will arrange for members of senior management to attend Board meetings whom the Chairman of the Board believes have future potential and should be given exposure to the Board.

6. ACCESS TO MANAGEMENT AND EMPLOYEES

   Directors have complete access to the Company's management and employees. The Board of Directors believes that any such contact should be reasonable in frequency and length and should not be distracting to the business operations of the Company. Any such contact, if in writing, should be copied to the Chairman of the Board.

7. EXECUTIVE SESSIONS

   The non-management members of the Board of Directors will meet in executive session without management at each regularly scheduled meeting of the Board. The non-management members of the Board of Directors will also meet in executive session with the chief executive officer, but without other members of management, at each regularly scheduled meeting of the Board. Executive sessions of the non-management directors will be chaired by the lead director.

8. BOARD INTERACTION WITH THIRD PARTIES

   The Board of Directors believes that management speaks for the Company. The chief executive officer is responsible for establishing effective communications with constituencies of the Company, including shareholders, employees, suppliers, customers, and communities in which the Company operates. This policy does not preclude directors from meeting with members of these constituencies, but it is suggested that any such meetings be held with management present.

   Notwithstanding the foregoing, non-management directors will communicate directly with any interested party that wishes to make their concerns known to the non-management directors, without management present.

1. EVALUATIONS

   The nominating and governance committee is responsible for coordinating an annual self-evaluation of the performance of the Board of Directors and each of its committees. This evaluation will be discussed with the full Board of Directors.

2. CHANGE IN PROFESSIONAL RESPONSIBILITIES

   The nominating and governance committee and the Board of Directors should consider whether a change in an individual director's professional responsibilities directly or indirectly impacts that person's ability to fulfill his or her obligations as a director. To facilitate the consideration of the committee and the Board, any director experiencing such a change should submit a letter of resignation to the Board. After considering the impact, if any, of the change in the director's professional responsibilities, the nominating and governance committee will recommend to the Board whether to accept the resignation.

3. BOARD COMPENSATION

   The Board of Directors believes that the Company should offer cash compensation to directors for their service on the Board at a level that will attract director candidates who satisfy the Company's selection criteria for board members. The Board of Directors also believes that directors should be offered the right to receive equity-based compensation in lieu of part or all of, or in addition to, such cash compensation. The nominating and governance committee will periodically review the compensation arrangements in effect for the non-management members of the Board of Directors and recommend to the full Board any changes deemed appropriate.

4. OTHER BOARD MEMBERSHIPS

   Independent directors are encouraged to limit the number of other boards on which they serve, taking into account the impact of such other directorships on attendance at, and the quality of participation in, meetings of the Board of Directors. Independent directors should advise the Chairman of the Board and the chairperson of the nominating and governance committee in advance of accepting an invitation to serve on another board. In addition, except as otherwise determined by the Board of Directors, no audit committee member shall simultaneously serve on the audit committee of more than two other public companies.

1. EXECUTIVE OFFICER EVALUATIONS

   The executive compensation committee will oversee the evaluation of the performance of the executive officers of the Company. The evaluation should be based on the performance of the Company, accomplishment of short-term and long-term strategic objectives, development of management and other criteria determined by the committee. These evaluations should be used by the executive compensation committee in the course of its deliberations when considering the compensation of the executive officers.

2. SUCCESSION PLANNING

   Succession planning, and selection of a successor, for the chief executive officer and the Company's other executive officers is ultimately the responsibility of the Board of Directors. The executive compensation committee is responsible for the periodic review of succession plans for the president and chief executive officer, the chief financial officer, any other "executive officers" of the Company and its subsidiaries under Section 16 of the Securities Exchange Act of 1934, and other key executive officers of the Company and its subsidiaries identified from time to time by the committee. The executive compensation committee will periodically report to the Board of Directors on these matters.

3. OUTSIDE BOARD MEMBERSHIPS

   The executive officers will seek the approval of the Board of Directors before accepting any outside board memberships. The Board generally discourages more than three corporate board memberships.

The Nominating and Governance Committee will reevaluate these guidelines periodically and recommend to the Board of Directors for adoption any revisions that it deems necessary or appropriate.