quick links
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Effective as of November 2012
| Corporate Governance Information | August 2009 | August 2010 | August 2011 | November 2012 |
|---|---|---|---|---|
| Size of Board of Directors | 9 | 9 | 10 | 10 |
| Majority Vote for Election of Directors | Yes | Yes | Yes | Yes |
| Annual Director Elections | Yes | Yes | Yes | Yes |
| Number of Independent Directors | 8 | 8 | 9 | 9 |
| Committee Members All Independent: | ||||
| a. Audit Committee | Yes | Yes | Yes | Yes |
| b. Leadership Development and Compensation Committee | Yes | Yes | Yes | Yes |
| c. Nominating and Corporate Governance Committee | Yes | Yes | Yes | Yes |
| d. Finance Committee * | Yes | Yes | Yes | Yes |
| Lead Director | Yes | Yes | Yes | Yes |
| Corporate Governance Guidelines | Yes | Yes | Yes | Yes |
| Outside Directors Hold Meetings Without Management | Yes | Yes | Yes | Yes |
| Annual Board Self-Evaluation Required | Yes | Yes | Yes | Yes |
| Annual Review of Board Independence | Yes | Yes | Yes | Yes |
| Committee Self-Evaluations Required | Yes | Yes | Yes | Yes |
| Policy for the Retention of Independent Auditors | Yes | Yes | Yes | Yes |
| Independent Compensation Consultant Policy | Yes | Yes | Yes | Yes |
| Executive Compensation Clawback Policy | Yes | Yes | Yes | Yes |
| Anti-Hedging Policy for All Employees and Directors | No | No | No | Yes |
| Annual “Say on Pay” Votes on Executive Compensation | No | No | Yes | Yes |
| Management Succession Policy | Yes | Yes | Yes | Yes |
| Committee Charters Required | Yes | Yes | Yes | Yes |
| Board Orientation/Education Program | Yes | Yes | Yes | Yes |
| Store Walks by Directors | Yes | Yes | Yes | Yes |
| Corporate Compliance Program | Yes | Yes | Yes | Yes |
| Disclosure Committee | Yes | Yes | Yes | Yes |
| Business Code of Conduct and Ethics | Yes | Yes | Yes | Yes |
| Shareholder Ability to Call Special Meetings | Yes | Yes | Yes | Yes |
| Shareholder Ability to Act by Written Consent | No | No | Yes | Yes |
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*Infrastructure Committee prior to May 2012
