INDEPENDENCE OF DIRECTORS 

The Company’s Board and Committee composition is subject to the rules of the NYSE and other regulatory requirements, which require a majority of the directors serving on the Board to be independent and require that the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee be comprised entirely of independent directors. In addition, a majority of the directors serving on the Safety, Health, Environmental and Sustainability Committee will be independent.

Each director will promptly inform the Chair of the Nominating and Corporate Governance Committee or the Chairman of the Board of any change in his or her circumstances which might compromise such director’s independence or impact his or her ability to perform Board and Committee duties effectively.  The Board encourages each director to frequently assess when such changed circumstances might compromise independence.