Corporate Governance

Highlights

• All Board members are elected annually by shareholders.
• Six of the eight (75%) Board members are independent outsiders.
• The positions of chairman and CEO are separated.
• All stock-based incentive plans have been approved by shareholders.
• The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are all comprised entirely of independent directors.
• The Audit Committee meets with auditors at least quarterly.
• The Company began expensing stock options in 2002.
• The Company's option plans do not provide for company loans to employees.
• The average shares granted to employees and directors in the past three years as a percentage of basic shares outstanding is less than 1%.