highest personal and professional ethics, integrity and values, and relevant business experience, and be committed to representing the long-term interests of the Company’s stockholders. They must also have an inquisitive and objective perspective, the ability to make independent analytical inquiries, practical wisdom, and sound and mature judgment. The Corporate Governance and Nominating Committee, from time to time, may review the appropriate skills and characteristics required of Board members. This assessment will take into account current core competencies of the Board, the mix of skills and experience desired, and the Board’s policy on Board diversity. Policy on Board Diversity We are committed to having a Board that reflects diverse perspectives, including those based on gender, ethnicity, skills, experience at policy-making levels in areas that are relevant to the Company’s global activities, and functional, geographic or cultural background. The Board and the Corporate Governance and Nominating Committee are committed to actively seeking out women and ethnically diverse director candidates and consider the foregoing factors, among others, in the context of the current composition of the Board and needs of the Company when identifying and evaluating director candidates. Majority Independent Directors A majority of the directors will be “independent directors” pursuant to the rules of the Securities and Exchange Commission (“SEC”) and the listing standards of The Nasdaq Stock Market (“Nasdaq”). Although the majority of directors must be independent, it is recognized that directors who do not meet the independence standards also make valuable contributions to the Board and to the Company by reason of their experience, knowledge and familiarity with the Company. Company Executives as Directors The Board anticipates that the Company’s CEO will be nominated annually to serve on the Board and may also serve as Chairman of the Board. The Board may also appoint or nominate certain other members of the Company’s management whose experience and role at the Company are expected to help the Board fulfill its responsibilities. Limitation of Service on Other Public Company Boards Directors must be willing to devote sufficient time to carry out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with his/her service as a director. Directors are encouraged to limit the number of other boards (excluding non-profit) on which they serve to ensure that they can meet their commitments to the Company and do not create potential conflicts of interest. The Board has adopted a policy limiting the number of other public company boards on which each director may serve to four (4). Directors may not serve on the board of directors of any other public or private company without obtaining prior approval from the Corporate Governance and Corporate Governance Guidelines 3.11.2022 3
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