Extract to table

1 — Size The Committee shall consist of no fewer than three (3) members of the Board

The members of the Committee shall be appointed annually by the Board, taking into consideration the recommendation of the Committee itself

2 — Independence Requirements Each member of the Committee shall satisfy the independence requirements set forth below: (a) NYSE Independence Standards

Each member of the Committee must qualify as "independent" as that term is defined under Section 303A

Independence determinations with respect to each member of the Committee shall be made by the Board on an annual basis, typically at the first regularly scheduled Board meeting following the annual meeting of shareholders

The results of such determinations shall be disclosed in the Company's annual proxy statement in accordance with applicable SEC rules and NYSE listing standards