Survey Results: D&O Questionnaires and Director Independence


1. Regarding the level of information that we request from directors in connection with their professional and personal affiliations (excluding immediate family member information): (Total responses: n=75)
(select only one)
n=32 (42.67%) We ask each director to submit a list (at least annually) of their professional and personal affiliations.
n=39 (52.00%) We do not request a list of their affiliations, but ask specific questions related to the NYSE/SEC independence rules and have them confirm that there are no related issues.
n=4 (5.33%) Other

2. Regarding the level of information that we request from directors for their immediate family members: (Total responses: n=74)
(select only one)
n=6 (8.11%) We ask each director to submit a list (at least annually) of their entire immediate family.
n=17 (22.97%) We ask each director to submit a list (at least annually) of their entire immediate family, including certain other information (such as the place of employment and/or job title).
n=10 (13.51%) We define "immediate family members" and provide a list of the company's subsidiaries and then ask each director to list any immediate family members doing business with these entities.
n=14 (18.92%) We define "immediate family members" and provide a list of the company's subsidiaries and then ask each director to confirm that there are no related issues.
n=27 (36.49%) We do not request a list related to the immediate family members, but ask specific questions related to the NYSE/SEC independence rules and have them confirm that there are no related issues.
n=0 (0.00%) Other

3. Regarding the method(s) of due diligence review that we perform for director independence: (Total responses: n=75)
(select only one)
n=21 (28.00%) We rely solely on each director to alert us to any potential independence issues.
n=7 (9.33%) We conduct a review (at least annually) of our accounts payable and receivable for ALL professional/personal affiliations (excluding immediate family member relationships) provided by our directors.
n=16 (21.33%) We conduct a review (at least annually) of our accounts payable and receivable for ALL transactions related to professional/personal affiliations and immediate family member relationships provided by our directors.
n=9 (12.00%) We conduct a review (at least annually) of our accounts payable and receivable for certain transactions related to professional/personal affiliations and/or immediate family member relationships; however, we only perform such a review of selected affiliations/relationships (i.e., we may not conduct a detailed review of certain relationships, such as that in connection with an immediate family member who is employed by WalMart and not in an executive position).
n=22 (29.33%) All - or some combination - of the above

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