New directors shall participate in an orientation program. The agenda for the orientation program shall be determined by the Chairman of the Board, in consultation with the Chief Executive Officer, the Chief Financial Officer, the General Counsel and the Presiding Director, who may consult as appropriate with the Chairpersons of the standing Committees of the Board of Directors. The orientation program shall address the Company's strategic plans, significant risk exposures, compliance programs (including its Business Conduct Guidelines) and may include presentations by the Company's executive management, internal auditors and independent auditors, as well as one or more visits to the Company's headquarters or other operating sites or facilities. All other directors shall also be invited to attend each orientation program. The Board of Directors shall encourage directors to participate in continuing education programs, and the Company shall pay the reasonable expenses of attendance by a director at one such program per year.
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