C. BOARD MEETINGS AND MATERIALS

1. Frequency of Board Meeting; Attendance
Currently, the Board has at least four meetings each year, with additional meetings as required. The Board considers its current meeting schedule to be adequate, but the number of regular meetings may be adjusted as necessary to meet changing conditions and needs. A calendar of Board meetings will be developed and circulated as far in advance as practicable. Members are expected to attend all meetings barring special circumstances.

2. Selection of Agenda Items for Board Meetings
The Chairman, together with appropriate members of Management, develops the agenda for Board meetings. The agenda is circulated in advance and Board members may suggest additional items for consideration.

3. Board Member Orientation
Orientation materials will be made available and appropriate meetings will be held to acquaint new directors with the business, history, current circumstances, key issues and top managers of the Company. The Board has assigned the responsibilities for developing such orientation materials to the Corporate Governance and Nominating Committee.

4. Board Materials Distributed in Advance
As much information and data as practical on the meeting agenda items and the Company’s financial performance is sent to Board members in advance of meetings.

5. Board Access to Senior Management
All Board members have access to senior management, with the expectation that such contact would be minimally disruptive to the business operation of the Company. The Chief Executive Officer is encouraged to invite to Board Meetings senior managers who can provide additional insight into business matters being discussed and those with high future potential who should be given personal exposure to members of the Board.

6. Executive Sessions of Outside Directors
At each meeting of the Board, the agenda includes time at the end of the meeting for an executive session with only non-employee directors. The executive sessions shall be chaired by a Presiding Director (nominating annually by the Corporate Governance and Nominating Committee and approved by the Board). In advance of such meetings the Presiding Director shall communicate with other non-employee directors to develop an agenda of issues for discussion in the executive session.