Cleveland-Cliffs 2002 Annual Report corporate information
Company Profile
Core Values
Comparative Highlights
Letter to Our Shareholders
Safety Performance 2002
Environmental Performance 2002
Financial Information
Corporate Information
Officers and Directors
Organization Changes
Ethics and Corporate Governance

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Ethics and Corporate Governance

Cliffs promotes the highest level of ethical conduct from all employees and has established corporate governance practices that are designed to give the Board of Directors the tools to oversee management and enhance long-term shareholder value. Following are several key examples of Cliffs' corporate governance process:

Nine of Cliffs' 11 Directors are independent.
There is no family relationship among any of Cliffs' Directors and officers.
All Directors are elected annually, and shareholders have cumulative voting rights.
Independent Directors have designated a lead Director and meet at regularly scheduled executive sessions without management.
Audit, compensation and organization, and nominating committees are composed entirely of independent Directors.
Independent Directors must take 40 percent of their annual retainer in Company stock.
All Directors attended at least 85 percent of the meetings of the Board of Directors and Board Committees of which they were a member in 2002.
Average service of independent Directors is seven years.
Average age of independent Directors is 63, and mandatory retirement age is 72.
There is no retirement plan for independent Directors elected to the Board subsequent to 1998.
A formal code of ethics provides guidance to Cliffs' Directors and employees.

Good corporate governance is more than a process; it is values lived. It is reflected in a commitment to integrity, one of Cliffs' core values. Ethical standards are not simply a set of rules, but rather the way we live and work day to day. Rules and regulations are important, but ultimately it is people of integrity committed to doing the right thing.