The following Governance Guidelines have been adopted by the Board of Directors to assist in exercising its responsibilities. These Guidelines reflect the Board's commitment to monitor the effectiveness of policy and decision making both at the Board and management levels, with a view to enhancing shareholder value over the long term.

• The Board will from time to time review the manner in which the Board and its leadership are configured, with a view toward maintaining a structure that will best serve the Company and its shareholders.
  
  
• A majority of the members of the Board will be "independent" directors, as determined in accordance with stock exchange rules and applicable laws and regulations. The Board will act to fill any vacancy created by the departure of an independent director as necessary to restore or maintain such majority.
  
  
• Each director is expected to provide advance notice to the Chief Executive Officer of his or her acceptance of an invitation to serve on the board of directors of any other public company. Directors are also expected to report changes in their business or professional affiliations or responsibilities to the Chief Executive Officer.
  
  
• Directors will exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders in a manner consistent with their fiduciary duties.
  
  
• The Board expects to meet four times a year. Additional meetings (or actions to be taken by unanimous consent) will be scheduled as needed. The Company's Secretary will prepare an annual schedule of meetings for the Board. Certain matters will be addressed by the Board at least annually, including a review of the Company's strategic plan or objectives and business and financial performance for the prior year. Meetings of the Board will be chaired by the Chairman of the Board. The Company's Chief Financial Officer and Secretary are expected to attend all meetings. The Chairman of the Board, with advice from the Chief Executive Officer and the Secretary, will set the agenda of each Board meeting. Any director may suggest agenda items and may raise at meetings other matters they consider important.
  
  
• In performing its functions, the Board and each Board committee is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. The Board will have the authority to retain and approve the fees and retention terms of its outside advisors.