The Committee shall meet as often as its members deem necessary to fulfill the Committee’s responsibilities. The presence at a meeting in person or by telephone of a majority of the members of the Committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business. The Committee or subcommittee, as applicable, shall act upon the vote of a majority of its members at a duly called meeting at which a quorum is present. Any action of the Committee, a subcommittee or officer to whom the Committee has delegated authority may be taken by a written instrument signed by all of the members of the Committee, subcommittee, or such officer, as applicable. The Committee shall have the authority to establish other rules and procedures for notice and conduct of its meetings consistent with the Company’s bylaws and the Corporate Governance Practices and Policies.
All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. However, when necessary, the Committee may meet in executive session without such other persons present.