Governance

In choosing directors, the Company seeks individuals who have high integrity, business acumen, shareholder orientation, and a genuine interest in the Company. The Company encourages that many of its directors be independent. The Board does not have limits on the number of terms a director may serve nor does it have any retirement or tenure policies that would limit the ability of a director to be nominated for re-election.

The Board presently has 7 members (two management directors, two non-management but not independent directors and three independent directors). The Board will periodically review its size as warranted. The Board has three existing committees:

1. Financial, Audit and Risk
2. People, Culture & Wellness
3. Creation Care

The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders, and to conduct themselves in accordance with their duties of care and loyalty. Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed to carry out their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities. Directors are also expected to review, in advance, all materials for the meetings of the Board and the Committee(s) on which they serve.

Each director has full and free access to the officers and employees of the Company. The Board has the authority to hire independent legal, financial, or other advisors as it may deem to be necessary.

The Independent Chairman and the President are responsible for establishing the agenda for each Board meeting. Each director is free to propose items for inclusion on the agenda and to raise at any Board meeting subjects that are not on the agenda for that meeting. At least once a year, the Board reviews the Company’s long-term plans and the principal issues that the Company will face in the future.

Only independent directors, who are neither an employee of the Company nor related as a major shareholder, receive compensation for serving on the Board. Director fees are nominal and are limited to meeting attendance. The company purchase directors and officer’s liability insurance for its directors and officers.