The Governance Committee is composed entirely of directors who meet the independence requirements of the NYSE. The Governance Committee has the following functions: - Sets criteria for the selection of prospective Board members, identifies and recruits suitable candidates, presents director nominees to the Board, and oversees director on-boarding and orientation; - Periodically evaluates our Company's shareholder value protections, board structure, and business continuity provisions, and recommends any changes to the Board; - Recommends to the Board: desired skills, experience and other attributes for Board membership, including expectations of Board members and retirement policies; the appropriate number of directors; the compensation, benefits and retirement programs for directors; the committee structure, committee charters, committee chairs and committee membership; the number and schedule of Board meetings; a set of Corporate Governance Guidelines; and the appropriate person(s) to hold the positions of Chair of the Board and CEO; and - Periodically reviews the Company's insider trading policy(ies) and makes recommendations to the Board regarding any updates thereto.