#2 Board of Directors

• Independence (2/3rds By New ISS Definition)

• Annual Elections

• Independent Chair

  • Lead Director Vs. Presiding Director (NYSE)

• Board/Governance Guidelines (NYSE)

  • Disclose on Web (NYSE)

• Related Party Transactions

• Over Boarded Directors

• What’s Possible for 2004?

  • Shareholder/Board Communications, Nomination Process

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