Director Independence

As a matter of policy, the Board believes that a substantial majority of the Directors should be independent as defined in the applicable provisions of the Securities Exchange Act of 1934, the rules promulgated thereunder, and the applicable rules of The New York Stock Exchange. On an annual basis, with input and a recommendation from the Committee on Directors and Governance, the Board determines whether each outside Director meets the independence standards and discloses its determination. Currently, the Board believes there is no relationship between any outside Director and the Company that would be construed in any way to compromise any outside Director being considered independent.