Corporate Governance Guidelines

The Board of Directors (the “Board”) is elected by the shareholders of the Company and is the ultimate decision-making body, except for matters reserved to the shareholders. The business and affairs of the Company are managed at the direction of the Board, which elects the Chief Executive Officer (“CEO”) and certain members of Company management  (who with the CEO are collectively referred to as “Executive Management”). Accordingly, the primary function of the Board is oversight and defining standards of accountability that enable Executive Management to act in the best interests of the shareholders. The Board has adopted Corporate Governance Guidelines setting forth its role in the governance of the Company.

Corporate Governance Guidelines

The Board has established an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee.