A. General Authority
The Board is elected by the shareholders to protect their interests
through counsel and direction to the management of the Company with
a long-term view toward the Company's success and prosperity. The
Boards role is to oversee the management and governance of
the Company and to monitor performance of senior management.
The Board has delegated certain functions to committees of the Board,
and primarily delegates to the Chief Executive Officer, working
in conjunction with all the other officers and employees of the
Company, the authority and responsibility for the day-to-day management
of the business of the Company consistent with our Guiding Principles.
Major matters affecting the Company require approval of the Board
of Directors, and in some instances, approval of the shareholders.
C. Core Responsibilities
Among the Boards core fiduciary responsibilities are the
- Select individuals for Board and committee membership and
evaluate the performance of the Board, its committees, and individual
- Select, monitor, evaluate and compensate senior management;
- Assure management succession planning is adequate;
- Review and approve significant corporate actions;
- Review, approve and monitor implementation of managements
- Monitor corporate performance and evaluate results compared
to the strategic plans and other long-range goals;
- Review the Companys financial controls and reporting
systems, oversee the audit function and hire the external auditor;
- Review and approve the Companys financial statements
and financial reporting;
- Review the Companys governance policies, ethical standards
and legal compliance programs and procedures;
- Oversee the Companys management of enterprise risk; and
- Monitor relations with shareholders, employees and the communities
in which the Company operates.