The Board of Directors in considering qualifications of directors standing for re-election and candidates for Board membership will consider the following factors, in addition to those other factors it may deem relevant:
- Strong management experience, ideally with major public companies.
- Other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board, such as expertise or experience in: the natural gas industry, information technology businesses, manufacturing, financial or investment banking, scientific research and development, senior level government experience, and academic administration or teaching.
- Desirability of range in age, so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members.
- Independence, as defined by the Board.
- Diversity of perspectives, including all aspects of diversity, brought to the Board by individual members.
- Knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge and leadership.
- Personal characteristics matching the Company’s values, such as integrity, accountability, financial literacy, and high performance standards.
- Additional characteristics, such as:
- willingness to commit the time required to fully discharge their responsibilities to the Board, including the time to prepare the Board and Committee meetings by reviewing the material supplied before each meeting;
- commitment to attend a minimum of 75% of meetings;
- ability and willingness to represent the stockholders’ long and short-term interests;
- awareness of the Company’s responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and
- willingness to advance their opinions, but once a decision is made by a majority of the Board, a willingness to support the majority decision assuming questions of ethics or propriety are not involved.
- The number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves.
- In order to qualify for election as a director, a nominee must be a stockholder of the Company.
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