Conduct of Committee Members
Each Board committee shall be chaired by a committee member chosen by the majority vote of the full committee, provided, however, the chair of the Nominations And Qualifications Committee, Audit Committee and Compensation, Conflicts And Business Ethics Committee must be an Independent Director and, in the case of the Audit Committee, an Audit Committee Financial Expert (as that term is later defined in these Guidelines).

Each committee chairman, in consultation with the committee members, shall determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter, if any. Each committee chairman, in consultation with the appropriate members of the committee and management, shall develop the committee's agenda. Each committee chairman shall report the activities, findings and recommendations of the committee to the full Board after each committee meeting.

Each committee shall have the full power and authority to hire independent legal, financial or other advisors as it may deem necessary, without consulting with or obtaining the pre-approval of the Board or any member of Management.

Except as otherwise provided in these Guidelines or in the charter of any committee, any Director may attend any committee meetings, whether or not he or she is a member of that committee, providing that he or she has obtained pre-approval to attend from the committee chair or a majority of the committee.