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Board Responsibilities

General Authority and Responsibility
The Board is elected by the stockholders to oversee their interests in the long-term performance and overall success of the enterprise. The Board serves as the ultimate decision-making body of the company except for those matters reserved to or shared with its stockholders. The primary responsibilities of the Board are oversight, counseling, and direction to the management of the company in the interest and for the benefit of the company. The Board's detailed responsibilities, some of which are conducted through Committees of the Board, include:

(a) Selecting, regularly evaluating the performance of, and approving the compensation of the Chief Executive Officer and other senior executives;

(b) Planning for succession with respect to the position of Chief Executive Officer and monitoring management's succession planning for other senior executives;

(c) Reviewing and, where appropriate, approving the company's major financial objectives, strategic and operating plans and actions;

(d) Overseeing the conduct of the company's business to evaluate whether the business is being properly managed; and

(e) Overseeing the processes for maintaining the integrity of the company with regard to its financial statements and other public disclosures, and compliance with law and ethics.

The Board of Directors has delegated to the Chief Executive Officer, working with the other executive officers of the company, the authority and responsibility for managing the business of the company in a manner consistent with the standards and practices of the company, and in accordance with any specific plans, instructions or directions of the Board. The Chief Executive Officer and management are responsible to seek the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the company.


The Board is elected by the stockholders to oversee their interests in the long-term performance and overall success of the enterprise. The Board serves as the ultimate decision-making body of the company except for those matters reserved to or shared with its stockholders. The primary responsibilities of the Board are oversight, counseling, and direction to the management of the company in the interest and for the benefit of the company. The Board's detailed responsibilities, some of which are conducted through Committees of the Board, include:

(a) Selecting, regularly evaluating the performance of, and approving the compensation of the Chief Executive Officer and other senior executives;

(b) Planning for succession with respect to the position of Chief Executive Officer and monitoring management's succession planning for other senior executives;

(c) Reviewing and, where appropriate, approving the company's major financial objectives, strategic and operating plans and actions;

(d) Overseeing the conduct of the company's business to evaluate whether the business is being properly managed; and

(e) Overseeing the processes for maintaining the integrity of the company with regard to its financial statements and other public disclosures, and compliance with law and ethics.

The Board of Directors has delegated to the Chief Executive Officer, working with the other executive officers of the company, the authority and responsibility for managing the business of the company in a manner consistent with the standards and practices of the company, and in accordance with any specific plans, instructions or directions of the Board. The Chief Executive Officer and management are responsible to seek the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the company.

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