Corporate Governance Guidelines



Corporate Governance Guidelines

        These Corporate Governance Guidelines were adopted by the Board of Directors (the “Board”) of Sotheby’s and amended as of August 5, 2016.

        These Guidelines are intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Company. While they should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as the context of the Company’s Certificate of Incorporation and Bylaws, they are not intended to establish by their own force any legally binding obligations.


        The Board of Sotheby’s (together with its subsidiaries, “Sotheby’s” or the “Company”) has adopted these Corporate Governance Guidelines (these “Guidelines”), which reflect the Board’s commitment to monitor the effectiveness of policy and decision‐making both at the Board and management level. The Board believes these Guidelines should be an evolving set of corporate governance principles, subject to amendment from time to time as circumstances warrant.

        It is the duty of the Board of Directors to oversee and monitor the effectiveness of the Chief Executive Officer (the “CEO”) and other senior members of management who are charged with the competent and ethical operation of the Company on a day‐to‐day basis. To satisfy this duty the directors will take an active, focused approach to their position, and set standards to ensure that the Company is committed to business success through maintenance of the highest standards of responsibility and ethics.

Directors bring to the Company a wide range of experience, knowledge and judgment, and bring these skills to bear for the Company. These varied skills mean that good governance depends on far more than a purely process‐oriented approach to standards or procedures. The governance structure in the Company is designed to be a working structure for principled actions, effective decision‐making and appropriate monitoring of both compliance and performance.

        Effective directors maintain an attitude of constructive and careful review. Our directors know that their job requires them to ask probing questions of management and to take the action necessary to get sought after answers. Our directors also rely on the advice, reports and opinions of management, counsel and our expert advisers. In doing so the board evaluates the qualifications of those it relies upon for information and advice, and also looks to the process used by managers and advisers in reaching their recommendations.

        Finally, our Board prides itself on keeping up to date on best governance practices. The Board, working together with management and outside advisers, looks to the knowledge and information of others knowledgeable in the governance issues for additional information on how to manage its affairs. The Board intends to continually monitor the way it governs itself, including reviewing whether there are alternatives or new ideas which would strengthen the Company’s governance structures.

Board Qualification Standards


        Independent Directors must comprise a majority of the Board.  No Director will qualify as “independent” unless the Board affirmatively determines that, pursuant to the rules of the New York Stock Exchange (the “NYSE”), including the NYSE Listed Company Manual (collectively, “NYSE Rules”), the Director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company.  In making a determination regarding a proposed Director’s independence, the Board will consider all relevant facts and circumstances, including the Director’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and such other criteria as the Board may determine from time to time to be appropriate.  The Board has adopted categorical standards setting forth relationships between a Director and the Company that are deemed not to be material in analyzing a Director’s independence.  The Company discloses these categorical standards on the Company website,

Membership Criteria

        The Nominating and Corporate Governance Committee will solicit and receive recommendations for, and review qualifications of, potential candidates to serve on the Board. The Nominating and Corporate Governance Committee will recommend to the full Board candidates for election to the Board.

        The Nominating and Corporate Governance Committee, after consultation with the Chairman of the Board (the “Chairman”) and other members of the Board, will review periodically the particular attributes that would be most beneficial to the Company in future Board nominees. This assessment will include, but not be limited to, issues such as integrity, competence, experience, commitment, diversity and collegiality.

        In connection with the selection process, the Nominating and Corporate Governance Committee considers the specific experience, qualifications, attributes and skills that qualify the nominee to serve as a Director, and takes into account the current Board members and the specific needs of the Company and the Board. Among the key attributes that the Nominating and Corporate Governance Committee seeks when evaluating Board candidates are:

        1.         High ethical standards, integrity and sound business judgment

        2.         Financial or management experience

        3.         Demonstrated interest or experience in the fine art and collectibles field

        4.         Independence from management

        5.         Business development, marketing or client service experience

        The process is designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company.

        Audit Committee.  All members of the Audit Committee must, in addition to being determined by the Board to be independent as provided above, meet the following requirements:

        1.     An Audit Committee member may not receive consulting, advisory or other compensatory fees from the Company (other than in his or her capacity as a member of the Audit Committee, the Board of Directors or any other committee of the Board).

        2.     No member of the Audit Committee may be an “affiliated person” of the Company or any subsidiary of the Company, as such term is defined by the Securities and Exchange Commission.

        3.     All members of the Audit Committee must be “financially literate” and at least one member of the Audit Committee must have “accounting or related financial management expertise” within the meaning of the corporate governance listing standards of the NYSE, as determined by the Board of Directors.

        4.     At least one member of the Audit Committee must be a “financial expert” within the meaning of the Sarbanes-Oxley Act of 2002, as determined by the Board of Directors.

        Compensation Committee.  In addition to being determined by the Board to be independent as provided above, the independence of all members of the Compensation Committee will be evaluated based on the impact of a committee member’s affiliate status with the Company and the sources of compensation received by the committee member.

        Commitments and Limits on Other Activities.  The Board recommends that, except in unusual circumstances, if a Director is employed full-time by a public company, such Director limit the number of boards on which he or she sits to the boards of two other public companies (in addition to the Board of Sotheby’s).  If the Director is not employed full-time by a public company, the Board recommends that, except in unusual circumstances, he or she sit on the boards of no more than four other public companies (in addition to the Company’s Board).  In all instances in which a Director desires to join another public company board of directors, the Director will notify the Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee reviews on a case-by-case basis situations concerning significant involvement by a Director in non-profit or charitable organizations.

        No member of the Audit Committee may serve on the audit committee of more than three public companies, including the Company, unless the Board of Directors has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.

        Retirement/Resignation.  Non-Management Directors are expected to retire from the Board at the conclusion of the annual meeting following the date on which the Director turns 75 years of age and such Directors who have reached the age of 75 should not expect to be re-nominated for election by the Board.  However, the Nominating and Corporate Governance Committee may recommend and the Board may approve the nomination for re-election of a non-management Director at or after the age of 75 if, in light of all the circumstances, the Board determines, on recommendation of the Nominating and Corporate Governance Committee, that doing so would be in the best interests of the Company and its stockholders.

        While the Board does not believe it appropriate to institute fixed limits on the tenure of Directors, as the Company and the Board would thereby risk losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, to provide an increasing contribution to the Board and the Company, the Nominating and Corporate Governance Committee and the Board will consider the tenure of a Director and of Directors as a whole as one factor in its nominating process.

        If a Director’s principal occupation or business association changes significantly from the principal occupation or business association that the Director held when the Director joined the Board, the Director will notify the Nominating and Corporate Governance Committee and offer to resign from the Board.  The Nominating and Corporate Governance Committee will recommend to the Board whether or not the resignation should be accepted and the Board will decide whether or not to accept the resignation.

        Any officer of the Company who also serves as a director shall tender his or her resignation to the Board upon any termination of the officer’s employment by the Company.  The Board will decide at such time whether the resignation from the Board is accepted.

        In accordance with the Company’s Bylaws, any director who fails to win a majority of the affirmative votes for his or her election in an uncontested election at a meeting of stockholders shall promptly tender his or her resignation to the Board.  The Nominating and Corporate Governance Committee will make a recommendation to the Board and the Board will decide, in each case excluding the director in question, whether the resignation from the Board will be accepted.  In the event of an uncontested election, where the number of candidates for election as directors exceeds the number of directors to be elected, Directors will be elected by an affirmative plurality of the votes cast. 

        Further Requirements.  Any further substantive qualification requirements for membership on the Board will be determined from time to time as deemed appropriate by the Board.

Director Responsibilities


        The fundamental role of the Directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders.  In fulfilling that responsibility, the Directors should be able to rely on the honesty and integrity of the Company’s senior management and expert legal, accounting, financial and other advisors.  The Directors should have the benefit of directors’ and officers’ insurance, paid by the Company, to indemnification to the fullest extent allowed under the Company’s charter and Delaware law, and to exculpation as provided by Delaware law and the Company’s charter. 

        The Board believes that management speaks for the Company.  Individual Board members may occasionally meet with or otherwise communicate with various constituencies that are involved with the Company and the Company will disclose a method for interested parties to make any concerns known to the non‐management Directors, but it is expected that Board members would communicate with outside parties only with the knowledge of management and, in most instances absent unusual circumstances or as contemplated by the committee charters, at the request of management.

        While not limiting their obligations under applicable law, Directors, in their capacity as such, are expected to use their reasonable business judgment in overseeing the management of the Company.

        However, the Board is not expected to manage the Company on a day‐to‐day basis nor guarantee in any way the management or operations of the Company.

        The Directors recognize that candor and the avoidance of conflicts are owed to the Company’s stockholders.  Directors have an obligation to disclose potential conflicts of interest prior to any Board decision related to any matter and may be required to recuse themselves from any discussion or vote related to the matter.

        The Board is responsible for selecting and evaluating the CEO and providing advice and counsel to the CEO and other senior executives. 

        The Board is also responsible for adopting, modifying and overseeing compliance with the Company’s Code of Business Conduct and Ethics, subject to the recommendation of the Audit Committee. 

Board Leadership

        There shall be one Chairman of the Board, which position may be held by a non‐management Chairman or may be held by the CEO, as the Board determines is appropriate.  The Chairman will preside over Board meetings and perform such other duties as set forth in the Company’s charter and in these Guidelines, including Exhibit A, or as are otherwise assigned to him or her by the Board.

        If the Chairman is not an independent director, the independent directors, upon the recommendation of the Nominating and Corporate Governance Committee, will select a lead director (the “Lead Director”) from among the independent directors serving on the Board.  The Lead Director will preside at all Independent Sessions (as defined below) and other non‐management director sessions and meetings of the Board where the Chairman is not present and will perform such other duties as are assigned to him or her by the independent directors.  A Director must have served on the Board for a minimum of one year in order to be eligible to be a Lead Director.  

        The Board, with the assistance of the Nominating and Corporate Governance Committee, shall reevaluate the appropriateness of the Board leadership structure as warranted, including following changes in management or Board composition.

Board Meetings

        The Chairman will set the agenda for the Board’s meetings. Any member of the Board may recommend the inclusion of specific agenda items.  Such recommendations will be accommodated unless it is not practicable to do so.

        Materials important to the Board’s understanding of agenda items will be distributed to the members of the Board, in a timely manner, before the Board meets.  These materials will be informative but concise.  Each member of the Board will review the distributed materials prior to each meeting of the Board.  Members of the Board are also encouraged to keep themselves informed of the Company’s affairs between Board meetings through direct contact with members of the senior management of the Company.

        Members of the Board are expected to attend each meeting of the Board, either in person or telephonically.

        Executive Sessions

        In order to enable independent directors of the Company to be a more effective check on management of the Company, the independent directors of the Company will meet regularly, but in no event less than two times per year, in executive session of the Board without management present (“Independent Sessions”).  Such Independent Sessions will be conducted in accordance with NYSE Rules then in effect, and the identification of independent directors will be made in accordance with NYSE Rules.  The authority in such sessions to act on behalf of the Company or the Board on any matters requires an express delegation of authority by the Board.

        If the Board includes non‐management directors who are not independent under NYSE Rules, the Independent Sessions shall be in addition to executive sessions that include all non‐management directors.

Board Committees

        The Board at all times must have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.  Subject to applicable law, the Board has the authority to establish additional committees for any purpose it deems appropriate.  Pursuant to this authority, the Board has established a Business Strategy Committee, a Finance Committee and an Executive Committee. 

        The Board will approve all committee assignments, including committee chairs.  In so doing, the Board shall consider the desires of individual directors and the recommendations of the Nominating and Corporate Governance Committee.  

        The committee chairs will determine the frequency of meetings of their respective committees consistent with any requirements contained in each such committee’s charter and NYSE Rules, and, in consultation with management, will set meeting times and develop committee agendas.

        Only directors who are independent (as defined in the NYSE Rules) may serve on the Audit, Compensation, and Nominating and Corporate Governance Committees.

        Committees of the Board will have access to outside legal counsel, accountants, compensation consultants, investment bankers, or other independent consultants or advisors (at the Company’s expense) whose expertise is deemed essential to carrying out the committees’ respective missions.

Board Access to Senior Management and Independent Advisors

Members of the Board will have complete access to senior management of the Company.  The Board’s contact with senior management will be handled in a manner that would not be disruptive to the Company’s business operations.  It is encouraged that any non‐routine written communications emanating from such contact should be copied to the CEO.  However, the Board recognizes that Board members may, and in some circumstances should, respect the privacy of the persons communicating with the Board and treat such communications confidentially.

The Board encourages the CEO to invite members of senior management or other key personnel of the Company to Board and committee meetings to, among other reasons, provide: (a) additional insight on items being discussed because of their personal involvement in such areas; and/or (b) Board exposure to individuals with outstanding management potential.

The Board will also have authority to engage independent legal, accounting, or other advisors in connection with carrying out the Board’s responsibilities.

Director Compensation

        Any compensation of members of the Board will be established in accordance with applicable legal and regulatory requirements, as well as NYSE Rules.  Compensation of directors on the Board will be comparable to that offered by other companies of similar size and scope.  Except as permitted under NYSE Rules, independent directors will receive no additional remuneration from the Company beyond that provided to them for their service as directors and as members of any committee of the Board.  Directors who are officers of the Company will receive no remuneration from the Company for serving as a director.

        Senior management of the Company will periodically review with the Compensation Committee the status of director compensation relative to comparable companies. The Compensation Committee will periodically review the Company’s principles for determining the form and amount of director compensation, as appropriate.  Any changes to Board compensation will arise from recommendations of the Compensation Committee, with full discussion and concurrence by the Board.

        The Board is committed to fostering compensation programs designed to encourage stock ownership by the directors and senior management of the Company over the long‐term.  Such programs, in the view of the Board, will further align the interests of the directors and senior management of the Company with the interests of the stockholders.

Stock Ownership Guidelines

        Non-Management Directors

        The Board believes that Directors should be stockholders and have a financial stake in the Company.  Accordingly, the Board has adopted stock ownership guidelines for non-employee Directors requiring them to own common stock of the Company having a value that is at least equal to or greater than five times the annual cash retainer for Directors.  A Director must achieve the required ownership level within five years of the date of his or her election to the Board.  Deferred stock units shall be counted for purposes of fulfilling this guideline.  The Board shall periodically review these Director Stock Ownership Guidelines and consider whether modifications are appropriate.

        Subject to the Director Stock Ownership Guideline above, common stock granted to a Director may only be sold at the earlier of three years from date of issuance and termination of such Director’s service on the Board.  Deferred stock units may not be sold until termination of a Director’s service on the Board.

        Senior Management

        The Board believes that senior executives should be stockholders with a financial stake in the Company, and has adopted a stock ownership policy for Company senior executives.  Senior executives are expected to own common stock of the Company having a specified minimum value based on a multiple of salary.  Target ownership requirements vary by level, based on position, salary and target equity award levels.  Unvested restricted stock, unvested restricted stock units and unearned performance share units shall not be counted for purposes of fulfilling this guideline.  At such times as an officer subject to the guidelines does not meet his or her ownership guideline, the executive will be required to hold 50% of the stock that the executive acquires after that date through the Company’s equity compensation programs, excluding shares sold to pay related taxes.  Failure by an executive to comply could jeopardize an executive’s right to receive future equity awards.  From time to time, the Compensation Committee will evaluate the policy and senior executive stock ownership.

Evaluation of the CEO

        The CEO is expected to report annually to the Compensation Committee on the CEO’s goals and objectives for the ensuing year, and also to report annually on the level of achievement of the preceding year’s goals and objectives.  All independent members of the Board will be invited to those Compensation Committee meetings, and all will have the opportunity to participate in any appropriate follow‐up meetings or discussions.

        The Compensation Committee will conduct an annual evaluation of the CEO’s performance.  Both objective and subjective criteria may be used by the Compensation Committee.  The Compensation Committee will report the results of its evaluation to the Board.  The evaluation will be used by the Compensation Committee in determining the CEO’s compensation.

Executive Selection and Succession Planning

        The Board believes one of its most critical functions is the selection of a Chairman, the CEO, and a senior management team consisting of talented and skilled people who fit in the Company’s culture, understands its business strategy, and inspires others to follow their lead.  To that end, the Compensation Committee has been delegated the responsibility for developing plans for the succession to the position of CEO, including policies regarding succession in the event of an emergency or the retirement of the CEO, and implementing appropriate oversight of the leadership talent development and succession planning for the other senior officers of the Company. 

        Annually, the Compensation Committee and the CEO will review with the Board their assessment of the Company’s senior officers and potential successors for the positions held by those officers.  The senior executive succession plan involves reviewing profiles of ideal candidates based on the Board’s understanding of the Company’s strategy and vision and identifying successors for senior executive positions.  In implementing its executive succession plan, the Board believes that, at its core, succession planning (a) is a Board‐driven, collaborative process; (b) is a continuous process; (c) should be driven by corporate strategy; and(d) involves building a talent‐rich organization by attracting and developing talented and skilled people.

        The Compensation Committee is responsible for making recommendations to the Board concerning annual and long-term performance goals for the CEO and for evaluating his or her performance against such goals.

Risk Management Oversight

        The Board shall maintain overall responsibility for oversight of the Company’s risk management process, including risk management guidelines, policies and the Company’s Enterprise Risk Management program.  The Board may delegate a portion of its responsibility to the Audit Committee or such other Board Committees that the Board deems appropriate.

Board and Committee Performance Evaluations

        The Board and the Audit, Compensation, and Nominating and Corporate Governance Committees will conduct a self-evaluation at least annually to determine whether the Board and such Committees are functioning effectively and how performance may be enhanced.  This assessment takes into account input and comments from all Directors or committee members, as appropriate, and will be discussed with the full Board/Committee.  In addition to topics that may be of particular relevance in any given year, the assessment focuses on the Board’s and Committees’ contributions to the Company and especially on areas in which the Board or management believes that the Board and/or Committees could improve.

        In addition to the annual self-evaluation, the Chairman will periodically invite input on the performance of individual Directors and share that input with the members of the Nominating and Corporate Governance Committee.  Assessment of individual Director performance will also periodically incorporate “360-degree” evaluations.

Director Orientation and Continuing Education

        The Board will provide appropriate orientation programs, sessions and materials for newly elected Directors either prior to or within a reasonable period of time after their nomination or election as Directors.  Such orientations may include presentations by senior management to familiarize new Directors with relevant topics, such as the Company’s strategic plans and operations, its significant financial, accounting and risk management issues, its compliance program, its Code of Business Conduct and Ethics, these Guidelines, its principal officers, its internal and independent auditors, and/or other matters.  In addition, new members to a committee will be provided information relevant to the committee and its roles and responsibilities.  All continuing Directors are also invited to attend any such orientation programs.

        The Board will assure that there is a continuing process for orientation of Board members to the changing aspects of the Company’s business and industry.  The Board believes it is appropriate for Directors, at their discretion, to have access to educational programs related to their duties as Directors on an ongoing basis to enable them to better perform their duties and to recognize and deal appropriately with issues that arise and will facilitate such access.  Continuing education shall also be provided with regard to evolving corporate governance practices.

        Directors are encouraged to periodically review and recommend to the Secretary of the Company changes to continuing education programs and materials in the interests of maintaining good corporate governance.

Communications with the Board and Non‐Management Directors

        While the CEO and the CEO’s designees speak on behalf of the Company and management is generally the primary point of contact for engagement with stockholders, the Board believes that stockholders should also have appropriate opportunities to share their perspectives with the non-management Directors of the Board.  Accordingly, upon the request of major stockholders, the Chairman of the Board is available for consultation and direct communication in appropriate circumstances and, to the extent appropriate, due consideration will be given to involving additional members of the Board.  The Company’s proactive investor relations program is also expected to periodically include appropriate members of the Board.

        Any stockholder or interested party desiring to contact the Board of Directors, as a whole, any group of Directors, or any individual Director serving on the Board, may do so by written communication mailed to: Board of Directors (Attn: (name of Director(s)), if intended for a specific Director or less than the full Board), c/o Corporate Secretary, 1334 York Avenue, New York, New York 10021.  Any proper communication so received will be promptly processed by the Corporate Secretary as agent for the Board or individually named Director(s) and shared.  The Corporate Secretary may elect not to forward summaries or copies of communications that the Corporate Secretary believes are business solicitations, resumes, abusive, frivolous or similarly inappropriate.

        As noted above, the Board believes that management speaks for the Company.  While individual Directors may, from time to time, meet or otherwise communicate with various constituencies, including stockholders, business partners and other third parties, that are involved with the Company regarding publicly-available information in accordance with their fiduciary duties, it is expected that any such contact would be made only after appropriate consultation with the Chairman and usually with the involvement of the appropriate executive officer of the Company and/or other Company personnel.  Media communications are channeled through the Company’s press office, and Directors are not expected to speak with the media concerning the Company except as otherwise authorized in advance.

        It is the policy of the Company that directors attend all annual meetings of Sotheby’s stockholders and such special meetings as is necessary for them to attend.

Board Confidentiality

        Consistent with their fiduciary and other legal duties to the Company, Directors must protect and hold confidential all Confidential Information obtained through their position as Director, absent the express permission of the Board or the Chairman of the Board to disclose such information.  As used in this policy, “Confidential Information” is all non-public information entrusted to or obtained by a Director by reason of his or her position as a Director of the Company, including but not limited to:  (1) non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed; (2) non-public information about the Company’s financial condition, strategies, business plans or prospects, product information, marketing and sales programs or plans, research and development information, business processes, trade secrets, proprietary information, information about the Company’s clients and customers and their potential transactions, suppliers, joint venture partners or other third parties, and information relating to potential transactions, mergers and acquisitions, investments, stock splits and divestitures; and (3) non-public information concerning proceedings or deliberations of the Board and its committees or any of the Company’s Directors, officers or employees, whether preliminary or final.

        In keeping with their confidentiality obligations, Directors are to avoid the improper use of Confidential Information and therefore: (1) Directors may only use Confidential Information for the benefit of the Company, and not for personal benefit or the benefit of other persons or entities; and (2) Directors may not directly or indirectly disclose Confidential Information to any other person or entity, either during or after his or her service as a Director of the Company, except with permission of the Board or the Chairman of the Board.

        Notwithstanding any other provision of this guideline, nothing in this guideline shall (a) prohibit a current or former Director from making any disclosure to a third party that is required by applicable law, in which event the Director shall give notice to the Board or the Chairman of the Board a reasonable time in advance of any such anticipated disclosure, consult with the Company on the advisability of taking legally available steps to resist or narrow such disclosure and assist the Company, at the Company’s expense, in taking such steps; or (b) prevent a Director from trading in the securities of the Company in accordance with applicable law, during a window period with prior notice and approval from the Company where such trading is permitted pursuant to the Company’s policy on insider trading.

Review and Changes to the Guidelines

        The Nominating and Corporate Governance Committee will be responsible for reviewing these Guidelines not less than annually and recommending any proposed changes to the Board for approval.

Disclosure of these Guidelines, Code of Business Conduct and Ethics and Committee Charters

        These Guidelines, the Code of Business Conduct and Ethics, and the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees will be available on the Company’s website or otherwise be made publicly available.  Each annual report or proxy statement of the Company, as required by NYSE Rules, will indicate that the foregoing information is available on the Company’s website or that the information is available in print to any stockholder who requests it.



Exhibit A

The Role of the Chairman of the Board of Directors

The Chairman shall perform the following duties:

1.              Board Meetings. The Chairman will have the authority to call meetings of the Board and non‐management directors (including those to be attended only by independent directors) when appropriate.  The Chairman shall preside at all meetings of the Board, Independent Sessions and non‐management director executive sessions.  Following each executive session, the Chairman will discuss with the CEO any issues arising in such executive session.

2.              Coordinate Information Flow. The Chairman shall coordinate the flow of information to and among independent and other non‐management directors.  

3.              Set Agendas and Approve Board Schedules. The Chairman will collaborate with the CEO to set Board meeting agendas and will review and approve Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items.  All Board members are encouraged to communicate to the Chairman any additional agenda items that they deem necessary or appropriate in carrying out their duties.

4.              Board Operations. The Chairman shall periodically solicit from other independent and non‐management directors comments or suggestions related to Board operations, including the flow of information to directors, the setting of meeting agendas and the establishment of the schedule of Board meetings, and communicate those suggestions to the CEO.  The Chairman shall also seek to ensure that there is (a) an efficient and adequate flow of information to the independent and non‐management directors; (b) adequate time for the independent and non‐management directors to consider all matters presented to them for action; and (c) appropriate attention paid to all matters subject to oversight and actions by the independent and non‐management directors.  

5.              Coordinate with Committee Chairs. The Chairman shall attend all committee meetings, as appropriate.  The Chairman shall work with each committee chair to ensure that each committee is effectively functioning and providing ongoing reports to the Board.

6.              Representative of Independent and Non‐Management Directors. The Chairman shall serve as the liaison between the independent and non‐management directors on the one hand, and the CEO, on the other, and as the representative of the independent and non‐management directors in communications with the CEO and management outside of regular Board meetings.

7.              Liaison with Advisers to the Independent Directors. The Chairman shall serve as liaison and provide direction to advisers and consultants retained by the independent directors.

8.              Communications with Stockholders.  If requested by major stockholder, the Chairman shall be available for consultation or direct communication in appropriate circumstances.

Review and Amendment

        The independent directors shall periodically review the role of the Chairman as set forth herein and make changes as appropriate.

Role of Board and Management

        The existence of the Chairman and his or her role as set forth herein is not intended to reduce the duties and rights of all Board members under applicable laws and under the Company’s organizational documents, nor shall these guidelines reduce the responsibilities and authority of the chairs and members of Board committees or the Company’s management.