2-18 - Evaluation of the performance of the highest governance body

The evaluation process for our Board of Directors includes five components: (1) an assessment of each director's attributes and experience, including education, board memberships, customer and industry experience, business and functional expertise, and experience with Board responsibilities, against an established framework of 40 key priorities specific to the Company; (2) a biennial self-evaluation of the full Board, completed by each director with results compiled and analyzed by a third-party provider, (3) Board Committee biennial self-evaluations, completed by each Committee member and compiled and analyzed by a third-party provider, (4) evaluations by the Nominating and Governance Committee of each director standing for election or reelection, and (5) annual director discussions and reviews conducted by the Board Chair through one-on-one conversations.

The evaluations are self-evaluations that are administered, compiled and analyzed by an independent third party.  Full Board self-evaluations and Committee self-evaluations take place every two years on a rotating basis, and individual director evaluations take place every three years for the class of directors then standing for reelection.

In response to information raised through any of the evaluation processes, the Board and its Committees discuss and implement relevant changes and improvements. If an issue involves a particular director, actions are taken by a Board Committee and the full Board to discuss problematic behavior and appropriate responses, including removal of the director from the Board, if warranted. If an issue involving a particular director is less concerning, the Board Chair will discuss it with the director and implement an agreed improvement framework to correct any issues.