The purpose of these Corporate Governance Guidelines (the "Guidelines") is to set forth the Company's values with respect to Board governance and the principles the Company uses in Board governance. The Company is strongly committed to the principle of independence for its Board and member directors. It believes strongly that a diverse Board contributes to the decision-making ability of the Company, especially with respect to the long-term outlook of the Company and the strategic alternatives it chooses to pursue. The paramount principle governing all Board decision processes and structure is its adherence to strong representation of shareholder interests.

The Board plays a key role in shaping the long-term strategy of the Company, representing the Company effectively when called upon to do so, carefully monitoring performance with respect to strategic direction, advising during major decisions and evaluating the performance of top management. The governance guidelines that implement these broad principles are specified in the remainder of this document.