| Standard for U.S. NYSE Listed Companies |
Our practices |
Listed companies must have a majority of 'independent directors', as defined by the NYSE.
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Six of our nine directors are 'independent directors', as defined by the NYSE. |
The non-management directors of each listed company must meet at regularly scheduled executive sessions without management.
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Our non-management directors meet periodically without management directors in scheduled executive sessions. |
Listed companies must have a nominating/corporate governance committee composed entirely of independent directors. The nominating/corporate governance committee must have a written charter that addresses the committee's purpose and responsibilities, subject to the minimum purpose and responsibilities established by the NYSE, and an annual evaluation of the committee.
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We have a Nomination Committee composed entirely of independent directors that meets these requirements. The committee has a written charter that meets these requirements. We do not have the practice of evaluating the performance of the Nomination Committee.
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| Listed companies must have a compensation committee composed entirely of independent directors. The compensation committee must have a written charter that addresses the committee's purpose and responsibilities, subject to the minimum purpose and responsibilities established by the NYSE, and an annual evaluation of the committee. |
We have a Compensation Committee composed entirely of independent directors that meets these requirements. The committee has a written charter that meets these requirements. We do not have the practice of evaluating the performance of Compensation Committee. |
| Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act. |
Our Audit Committee satisfies the requirements of Rule 10A-3 under the Exchange Act. |
The audit committee must have a minimum of three members, all being independent directors.
The audit committee must have a written charter that addresses the committee's purpose and responsibilities, subject to the minimum purpose and responsibilities established by the NYSE, and an annual evaluation of the committee.
Each listed company must have an internal audit function. |
We have an Audit Committee composed of five members, all being independent directors. The committee has a written charter that meets these requirements. We also have an internal audit function. We do not have the practice of evaluating the performance of our Audit Committee
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| Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exceptions. |
Our Employee Stock-Option Plan has been approved by our shareholders. |
Listed companies must adopt and disclose corporate governance guidelines. |
We have not adopted corporate governance guidelines. |
All listed companies, U.S. and foreign, must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.
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Details on our Code of Business Conduct and Ethics are given under Item 16.B. |
| Listed foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listing standards. |
This requirement is being addressed by way of this table. |
Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards, qualifying the certification to the extent necessary.
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We filed our most recent written certification on October 11, 2006. |
Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material non-compliance with any applicable provisions of this Section 303A.
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There are no such instances. |
Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation each time a change occurs to the board or any of the committees subject to Section 303A. The annual and interim Written Affirmations must be in the form specified by the NYSE.
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We filed our most recent Written Affirmation on October 11, 2006. |
