The Nominating and Corporate Governance Committee will carefully review the prior commitments of each director candidate before recommending his/her appointment or nomination to join the Board. Directors should advise the Chairman, Chair of the Nominating and Corporate Governance Committee and the CEO prior to accepting an invitation to serve on any corporate board of directors, or with any government group and should keep them fully apprised of the committees of other public company boards on which they serve.
It is the Board's policy that any individual director should not serve on more than three public company boards (inclusive of the Company's Board), if the director is employed, or five public company boards (inclusive of the Company's Board), if the director is retired and no longer employed, unless otherwise expressly approved by the Board. Except in special circumstances and only after the Board has determined that such simultaneous service would not impair the ability to serve effectively on the Company's Audit Committee, no member of the Audit Committee shall serve on the audit committees of more than three public companies (inclusive of the Company's Audit Committee). For purposes of this policy and as provided under the NYSE rules, (i) service on the boards of multiple funds within a single family of funds shall be deemed service on one public company board, and (ii) service on multiple audit committees within a single family of funds shall be deemed as service on one public company audit committee.