A. Scheduling Meetings
Board meetings are scheduled in advance. There are four regularly-scheduled
meetings per year. The Board can also meet at other times or act
by unanimous written consent, as appropriate in the circumstances.
The Chairman, in consultation with the Chief Executive Officer,
Secretary, and Lead Independent Director (if applicable), drafts
the agenda of each meeting and distributes it in advance for input
by the Board. There is an annual cycle of agenda items which include
regular operational reviews and finance reports by the Chief Financial
Officer and/or operating unit executives.
It is expected that directors attend all Board meetings and meetings
of committees on which they serve, as well as the annual meeting
Relevant materials are sent in advance of the Board meeting for
review and adequate preparation by Board members.
E. Board Access to Management
The Board has complete and open access to any member of the Company's
management. Senior Executive Management is often present at Board
meetings which allows access directly to the Board members.
F. Access to Independent Advisors
The Board of Directors and its Committees have the authority, to
the extent necessary to carry out their duties, to retain legal,
financial, or other advisors. The Compensation and Governance Committee
shall conduct a conflict of interest review of such advisors as
required by applicable law.
G. Executive Sessions of Independent Directors
Independent Board members have the opportunity to meet without management
present at least twice annually at regularly scheduled meetings.
The Lead Independent Director of the Board, or if no Lead Independent
Director has been appointed, the Chair of the Compensation &
Governance Committee, shall preside at executive sessions and determine
what record, if any, should be made of the executive session.
H. Shareholder Communications with Board Members
Shareholders may communicate with Board members by sending comments
in care of the Company's Secretary at 1600 Royal Street, Jasper,
IN 47549. The Secretary has the discretion to forward the correspondence
to the director, or if circumstances dictate, to other departments
within the Company to which such communication is more appropriately
addressed. A log of correspondence received and copies of the correspondence
are available to any director who wishes to review it.
I. Annual Board Self-Evaluation
The Board will conduct an annual review of its operation, including
its members and committees with a focus on determining the effectiveness
of the Board in operating as a cohesive and effective governing
body. The Compensation & Governance Committee, in conjunction
with the Lead Independent Director, if any, shall receive comments
from all directors and report annually to the Board with an assessment
of the Boards performance, to be discussed with the full Board.
J. Board Compensation Review
The Board shall conduct an annual review of director compensation.
This review will include input from the Companys management
in order to evaluate director compensation compared to other companies
of like size. Any change in Board compensation will be approved
by the full Board.
K. Director Orientation and Continuing Education
Meetings of the Board shall be designed to provide orientation for
new directors to assist them in understanding the Companys
business as well as an introduction to the Companys management.
Further, the Company encourages directors to participate in continuing
education programs focused on the responsibilities of members of
the Board. The Company shall reimburse the director for customary
and reasonable expenses incurred in connection with their participation
in such continuing education programs