| Board |
State of Incorporation |
| 1 |
Board Composition |
34-40 |
Takeover Provisions Applicable Under State Law - Has Company Opted Out? |
| 2 |
Nominating Committee |
Executive and Director Compensation
|
| 3 |
Compensation Committee |
41 |
Cost of Option Plans |
| 4 |
Governance Committee |
42-43 |
Option Re-pricing |
| 5 |
Board Structure |
44 |
Shareholder Approval of Option Plans |
| 6 |
Board Size |
45 |
Compensation Committee Interlock |
| 7 |
Changes In Board Size |
46 |
Director Compensation |
| 8 |
Cumulative Voting |
47 |
Pension Plans For Non-Employee Directors |
| 9 |
Boards Served On - CEO |
48 |
Option Expensing |
| 10 |
Boards Served On - Other Than CEO |
49 |
Option Burn Rate |
| 11 |
Former CEOs |
50 |
Corporate Loans |
| 12 |
Chairman/CEOs Separation |
Qualitative Factors |
| 13 |
Board Guidelines |
51 |
Retirement Age for Directors |
| 14 |
Response To Shareholder Proposals |
52 |
Board Performance Review |
| 15 |
Board Attendance |
53 |
Meetings of Outside Directors |
|
16 |
Board Vacancies |
54 |
CEO Succession Plan |
| 17 |
Related Party Transactions |
55 |
Outside Advisors Available To Board |
Audit |
56 |
Directors Resign Upon Job Change |
| 18 |
Audit Committee |
Ownership |
| 19 |
Audit Fees |
57 |
Director Ownership |
| 20 |
Auditor Rotation |
58 |
Executive Stock Ownership Guidelines |
| 21 |
Auditor Ratification |
59 |
Director Stock Ownership Guidelines |
|
Charter/Bylaws |
60 |
Officer And Director Stock Ownership |
| 22-27 |
Features of Poison Pills |
Director Education |
| 28-29 |
Vote Requirements |
61 |
Director Education |
| 30 |
Written Consent |
|
| 31 |
Special Meetings |
|
| 32 |
Board Amendments |
|
| 33 |
Capital Structure |
|
| |
|