The Board is responsible for overseeing and monitoring Management in the interest and for the benefit of the Shareholders. To fulfill its role, the Board or a committee of the Board shall perform the following primary functions:

• oversee the conduct of the Company's business to evaluate whether the business is being properly managed;
• review and, where appropriate, approve the Company's major financial objectives, plans and actions;
• review and, where appropriate, approve major changes in, and determinations of other major issues respecting the appropriate auditing and accounting principles and practices to be used in the preparation of the Company's financial statements;
• assess major risk factors relating to the Company and its performance, and review measures to address and mitigate such risks;
• evaluate regularly the performance and approve the compensation of the officer or officers acting as the Company's chief executive officer or officers (the "CEO") and, with the advice of the CEO, evaluate regularly the performance of the Company's other members of Management; and
• plan for succession of the CEO and monitor management's succession planning for other members of Management.

In discharging their obligations, members of the Board are entitled to rely reasonably on the honesty and integrity of their fellow Directors, Management and the Company's other officers, employees, independent auditors and outside advisors.

The members of the Board are entitled to: (1) reasonable Directors' and officers' liability insurance coverage on their behalf (to the extent that the Company is able procure such insurance in any minimum amount or at all on financial and other terms acceptable to the full Board); (2) the benefits of indemnification to the fullest extent permitted by law under the Company's certificate of incorporation and by-laws, as amended from time to time (collectively, the "Charter Documents") and any indemnification agreements; and (3) exculpation as provided by state law and the Charter Documents.

The Board may discharge its responsibilities either directly or by delegating them to its committees, except that the Board may not delegate to any committee any responsibilities which it may not otherwise delegate under applicable law or the Charter Documents. The Board and each Board committee have the full power and authority to hire, at the expense of the Company, independent financial, accounting, legal or other advisors, as necessary to fulfill their duties, without consulting or obtaining the approval of Management.

The Board shall promote policies within the Company encouraging a corporate culture of openness, honesty, fairness and accountability. These Guidelines shall apply to the full Board and relationships among and between each of its members, Management, the Company's other officers and employees, and the Shareholders.

The Board recognizes that the actual management of the business and affairs of the Company are conducted by the CEO and other members of Management under the CEO's supervision and that, in performing these management functions, the CEO and other members of Management are obliged to act in a manner that is consistent with the oversight functions and powers of the Board and the standards of the Company and to execute any specific plans, instructions or directions of the Board.