Corporate Governance Guidelines

Presiding Director; Meetings of Independent Directors; Presence of Director Emeritus

The Board will have a Presiding Director to preside over private sessions of the independent directors. The role of Presiding Director will rotate annually (between annual general meetings of shareholders) among the Chairperson of the Compensation Committee, Nominating and Corporate Governance Committee and Audit Committee. The Presiding Director will discuss with the independent directors prior to each regularly scheduled Board meeting the need for a private session. In any event, the independent directors will meet in private session at least twice each year.

A director emeritus may attend any Board meetings and attend meetings of any committee of the Board, but they shall not be entitled to vote or be counted for quorum purposes at any such meetings. If present, a director emeritus may participate in the discussions occurring at such meetings, but shall not be entitled to vote and shall be obliged to, upon request of the Chairman of the relevant meeting, vacate the board meeting prior to a vote taking place.

Directors emeritus must disclose any potential conflicts of interest that may arise in the context of any matter that forms the subject of Board discussion, and may be required by the Chairman of the Board to recuse themselves from any such discussion.