Corporate Governance Guidelines

Board Composition and Criteria

Under the Company’s Bye-Laws, the number of directors of the Company should not be less than three or such greater number as 75% of the Board may approve. Also, the Company is to have a staggered board comprised of three classes, with each class having, as nearly as possible, a number of directors equal to one-third of the total number of directors (subject to the rights of holders of any class of preferred shares which the Company may issue in the future). The Board currently believes that the optimal number of members of the Board is between six and twelve.

Candidates for nomination or re-election to the Board will be identified by the Nominating and Corporate Governance Committee and recommended to the Board for approval.

Each director should meet the qualifications for Board membership set forth in Paragraph 3 below.

A majority of the Board will consist of directors who are independent, as determined in accordance with the Corporate Governance Rules of The Nasdaq Stock Market LLC and the associated interpretative materials. Annually, the Board will review all relevant relationships of directors to determine whether directors meet such governance listing standards and are otherwise independent.

In addition, the Board will consider each director’s unique background, including education, professional experience and diversity of race, ethnicity, gender and sexual orientation, and will endeavor to establish a “Diverse” Board over time, as prescribed by the listing rules of the Nasdaq Stock Market LLC.

The Board may, in its discretion, create one or more director emeritus positions. Any such positions shall be created by the decision of a majority of the Board. Any director emeritus position created shall be for a three-year term or until the earlier of such director emeritus’ death, resignation, retirement or removal (and such removal may be effected by majority of the Board for any, or no, reason). Any director emeritus may be re-appointed for one or more additional three-year terms.

Any person holding the position of director emeritus shall not be considered a director or officer or a member of the Board for any purpose, including the Company’s bye-laws, applicable federal securities laws (other than pursuant to the last sentence of this paragraph) and the Companies Act 1981 of Bermuda, as it may be amended (the “Act”), and a director emeritus shall have no power or authority to manage the affairs of the Company. A director emeritus shall not have any of the responsibilities or liabilities of a director or officer of the Company under the Act or the Company’s bye-laws, nor any of a director’s or officer’s rights, powers or privileges in their capacity as director emeritus. Reference in these Corporate Governance Guidelines to “directors” shall not mean or include directors emeritus. A director emeritus shall remain subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and shall remain subject to all of the Company’s policies applicable to directors.