Under the Company’s By-Laws, the directors may appoint an executive committee and one or more other committees of not less than three members to be chosen from among the members of the Board of Directors. The Board appoints members of the committees on an annual basis. Only independent directors may serve on the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee. At least one member of the Audit Committee shall have accounting or related financial management expertise as the Board interprets such requirement in its business judgment. Audit Committee members and Compensation Committee members shall meet particular independence requirements set forth by the New York Stock Exchange and satisfy other applicable laws, rules and regulations relating to independence. All directors are expected to have a willingness to commit the time required to fully discharge their responsibilities to the Board, including the time to prepare for Board and committee meetings. Changes to committee composition occur as directors depart from the Board and new directors join, and the Board may make additional changes periodically as part of its ongoing consideration of appropriate structure. The Board will take into account tenure on a committee and give consideration to rotating committee members periodically, but rotation is not mandated as a policy.