Extract to table

In the event of any conflict between these Guidelines and the Certificate of Incorporation, the Bylaws, or applicable law, the provisions of the Certificate of Incorporation, the Bylaws, or applicable law, as the case may be, shall control

The results of this assessment shall be considered in connection with the Governance Committee's evaluation of potential director candidates and its annual review of the Board's composition

Independence Standards A majority of the directors serving on the Board shall be independent directors as defined by Section 303A of the NYSE Listed Company Manual and applicable rules and regulations of the SEC

Disclosure of any relationships that could impair a director's independence shall be made through the annual Director and Officer Questionnaire process and supplemented on an ongoing basis as new relationships or transactions arise

Board Access to Management and Advisors Directors shall have full and unrestricted access to the Company's management, employees, and books and records

The Company shall provide appropriate funding for the payment of compensation to any such advisors and for the ordinary administrative expenses of the Board and its committees