The Role of the Board in Corporate Governance

The Board plays several important roles in the governance of the Company, as set out in the Company's Corporate Governance Principles. The responsibilities of the Board include:

• Management succession;
• Review and approval of the annual operating plan prepared by management;
• Monitoring of performance in comparison to the operating plan;
• Review and approval of the Company's five-year strategic plan prepared by management;
• Consideration of topics of relevance to the Company's ability to carry out its strategic plan;
• Review and approval of a delegation of authority by which management carries out the day-to-day operations of the Company and its subsidiaries;
• Review of the Company's investor relations program;
• Review of the Company's schedule of insurance coverage; and
• Review and approval of significant actions by the Company.

Non-management directors meet regularly in executive session without management participation. This encourages open discussion. At those meetings, Charles K. Marquis, Chairman of the Nominating/Corporate Governance Committee, presides. In addition, at least once per year the independent directors meet separately in executive session.